SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS OF MAGUIRE
PROPERTIES RECEIVES PROPOSAL FROM ROBERT F. MAGUIRE III
LOS ANGELES, April 28, 2008, – The Special Committee of independent directors of the Board of Directors of Maguire Properties, Inc. (NYSE: MPG), a Southern California-focused real estate investment trust, announced today that it had received from Robert F. Maguire III, its Chairman and Chief Executive Officer, an expression of interest in pursuing a plan involving multiple transactions including (a) the sale, in several separate but inter-conditional transactions by Maguire with different parties of substantially all of its non-Orange County assets; (b) a special cash distribution to Maguire shareholders principally funded from the net proceeds of such sales; (c) a cash tender offer by Mr. Maguire for approximately 75% of the Company at a price presented as giving effect to the asset sales and special distribution; and, (d) retention by Maguire shareholders of a “stub interest” in Maguire. The agreement would require approval by two thirds of the Company’s outstanding stock.
The expression of interest is subject to numerous, substantial contingencies and questions regarding the prospect of Mr. Maguire’s plan being initiated or consummated, which, in the view of the Special Committee of independent directors, makes the expression of interest not currently actionable for consideration by the Special Committee, including assessing the adequacy of the nominal value for shareholders ascribed to the plan and the realistic prospect and timing of the value of the plan ultimately being delivered to shareholders.
Mr. Maguire has ascribed a nominal value of $21 per share, consisting of an approximately $18.18 per share special cash distribution by the Company, a cash tender by Mr. Maguire of $2.82 per share for approximately 75% of the Company’s outstanding common stock ($2.23 per share on a pro rata basis) and $0.59 per share in attributed value of the retained common equity.
The Special Committee intends to permit Mr. Maguire and the parties working with him to pursue the effort of firming up the expression of interest to a point which would justify assigning significant internal and external resources to engage with Mr. Maguire regarding his expression of interest.
The Special Committee noted that it is continuing its effort to bring its strategic alternative review process to a conclusion, as previously stated. The Special Committee will consider Mr. Maguire’s expression of interest, in whatever state it is
