Monmouth Real Estate Investment Corporation (Nasdaq: MNRTA) (“Monmouth REIT”) announced July31, 2007, that it has completed its proposed strategic combination with Monmouth Capital Corporation (Nasdaq: MONM) (“Monmouth Capital”). As previously announced, the combination was approved by the stockholders of Monmouth REIT and Monmouth Capital on Thursday, July 26, 2007.
The combined company will operate under the name Monmouth Real Estate Investment Corporation and will continue as an equity real estate investment trust, owning interests in 56 industrial properties on long-term net-leases to investment grade tenants and one shopping center, as well as investments in REIT securities. The combined company will remain headquartered in Freehold, New Jersey and will continue to be managed by the management team that managed both Monmouth REIT and Monmouth Capital before the combination.
In connection with the merger, the number of directors serving on Monmouth REIT’s Board of Directors was increased to 13 and Anna T. Chew, Eugene D. Rothenberg, Joshua Kahr and Michael P. Landy, each a former director of Monmouth Capital, were appointed as directors of Monmouth REIT to fill the four vacancies created by the increase in the size of the board.
“We are pleased with the successful consummation of the combination of the two companies,” said Eugene W. Landy, President and Chairman of both Monmouth REIT and Monmouth Capital. “This transaction has enhanced our prospects for continued growth and exposure in the marketplace by increasing both our market capitalization and portfolio and we expect to achieve productivity savings through managing a larger, combined company.”
Monmouth Capital’s common stockholders are entitled to receive 0.655 of a share of Monmouth REIT’s common stock for each share of Monmouth Capital’s common stock. American Stock Transfer & Trust Company has been appointed as the exchange agent for payment of the merger consideration and will send a letter of transmittal to each former Monmouth Capital common stockholder containing instructions for obtaining new stock certificates and cash in exchange for their shares. As a result of the completion of the merger and effective immediately, Monmouth Capital’s common stock will no longer trade on the NASDAQ Global Market.
Cohen & Steers Capital Advisors, LLC acted as exclusive financial advisor to the Special Committee of the Board of Directors of Monmouth REIT and Venable LLP served as its legal counsel. Ferris, Baker Watts, Inc. acted as exclusive financial advisor to the Special Committee of the Board of Directors of Monmouth Capital and Stroock & Stroock & Lavan LLP served as its legal counsel.
Monmouth REIT, which was organized in 1968, is a publicly-owned real estate investment trust specializing in net-leased industrial properties. Monmouth REIT’s equity portfolio consists of fifty-six industrial properties and one shopping center located in twenty-six states. In addition, Monmouth REIT owns a portfolio of REIT securities.