Exhibit (a)(3)
October 17, 2011
Dear Dividend Capital Total Realty Trust Inc. Stockholder:
On September 30, 2011, affiliates of MacKeuzie Patterson Fuller, LP (collectively, “MPF”) commenced an unsolicited offer to purchase up to 10,000,000 shares of common stock of Dividend Capital Total Realty Trust Inc. (the “Company”) at a price of $5.00 per share in cash, less the amount of any dividends declared or made with respect to the shares on or between the date of the Offer and the expiration date of the Offer (the “MPF Offer”). Based on the Company’s interpretation of MPF’s statement that it intends to deduct “dividends declared or made” with respect to the shares from the commencement of the MPF Offer through its stated expiration date of November 21, 2011,the net offer price is expected to be approximately $4.78 per share.
After carefully evaluating the MPF Offer and consulting with our management and outside legal advisor,the Board of Directors of the Company recommends that you reject the MPF Offer and not tender your shares. As more fully set forth in the enclosed Schedule 14D-9, we believe that the MPF Offer is not in the best interests of our stockholders because, among other reasons, the Board believes that the offer price is less than the current and potential long-term value of the shares. We believe that you should view MPF as an opportunistic purchaser that is attempting to acquire your shares cheaply in order to profit at your expense.
In order to deter MPF and other potential bidders that may try to exploit the illiquidity of shares of the Company’s common stock and acquire them from stockholders at prices substantially below their fair value, the Board has authorized a self-tender offer (the “Self-Tender Offer”) to purchase up to 10,000,000 shares of common stock of the Company at $6.00 per share and without reduction for any dividends declared or made with respect to the shares.However, the Board believes that the offer price under the Self-Tender Offer is still less than the current and potential long-term value of the shares. Accordingly, the Board does not recommend that stockholders tender their shares in the Self-Tender Offeror the lower MPF Offer.You should carefully read the enclosed Offer to Purchase and Letter of Transmittal for the Self-Tender Offer, each of which have been filed as exhibits to a Schedule TO filed with the Securities and Exchange Commission, before making your decision with regard to the Self-Tender Offer.
The Board acknowledges that each stockholder must evaluate whether to tender his or her shares in either offer and that because there is no trading market for the shares an individual stockholder may determine to tender based on, among other things, his or her individual liquidity needs. In addition, the Board believes that in making a decision as to whether to tender his or her shares in either offer, each stockholder should keep in mind that (a) the Board has the right to amend, suspend or terminate the Company’s existing share redemption program at any time (and there is only a limited opportunity to redeem shares under the program), (b) the Board has the right to amend, extend or terminate the Self-Tender Offer and (c) the Board makes no assurances with respect to (i) future distributions (which are set and can change quarterly, as evidenced by the change in the quarterly distribution rate declared by the Board on September 29, 2011) or (ii) the timing of providing liquidity to the stockholders.
We appreciate your trust in the Company and its Board of Directors and thank you for your continued support. We encourage you to follow the Board of Directors’ recommendation and not tender your shares in either offer.
| Sincerely, |
John A. Blumberg Chairman of the Board Dividend Capital Total Realty Trust Inc. |
