Exhibit (a)(1)
![](https://capedge.com/proxy/SC 14D9/0000950123-10-058976/a56530a5653001.gif)
June 17, 2010
Dear Stockholder,
As you may be aware by now, MPF Flagship Fund 14, LLC, MPF REIT Fund 1, LLC, MPF INCOME FUND 24, LLC, MPF BLUE RIDGE FUND I, LLC, MPF PLATINUM FUND, LP, MPF INCOME FUND 26, LLC, MPF DEWAAY PREMIER FUND 4, LLC, MPF FLAGSHIP FUND 9, LLC, MP VALUE FUND 7, LLC, and SCM Special Fund 2, LP (collectively, “MPF”) initiated an unsolicited tender offer (the “Tender Offer”) to buy shares of common stock (the “Shares”) of Grubb & Ellis Apartment REIT, Inc., a Maryland corporation (the “Company”). Our Board of Directors first became aware of the offer by MPF on June 10, 2010. You should be aware that the Company is not in any way affiliated with MPF, and we believe this offer is not in the best interests of our stockholders.
Our Board of Directors has carefully evaluated the terms of MPF’s offer and unanimously recommends that you reject MPF’s offer and not tender your Shares. The Board of Directors acknowledges that each stockholder must evaluate whether to tender his, her or its Shares to MPF pursuant to the Tender Offer and that an individual stockholder may determine to tender based on, among other things, its individual liquidity needs.
The Board of Directors’ recommendation was reached after consulting with our officers, Grubb & Ellis Apartment REIT Advisor, LLC, our external advisor, and other outside advisors. The enclosed document is a copy of theSchedule 14D-9, which we filed with the SEC in response to MPF’s offer. TheSchedule 14D-9 provides additional information for you and includes a more detailed description of our reasoning and recommendation against this offer. Please take the time to read it before making your decision. Some of the reasons why we strongly believe the Tender Offer is not in the best interests of our stockholders are as follows:
• | Our Board of Directors believes that the offer price is less than the current and potential long-term value of the Shares; | |
• | Given the timing of the Tender Offer and the offer price, we believe that the Tender Offer represents an opportunistic attempt to purchase at a low price and make a profit and, as a result, deprive the stockholders who tender Shares in the Tender Offer of the potential opportunity to realize the full long-term value of their investment in the Company; | |
• | Although the Board of Directors does not intend to complete a valuation of the Company’s assets and assign a net asset value to the Shares prior to 18 months after the termination of our current publicly registered offering, which currently is due to terminate on or about July 17, 2011, but which may terminate earlier or may be extended, the Board of Directors has engaged in extensive discussions with the Company’s management and advisors, and believes that the Company’s net asset value per share is in excess of the offer price; and | |
• | The Company remains committed to providing liquidity to its stockholders at the time and in the manner that are in the best interests of the Company and its stockholders. |
In summary, we believe that you should view MPF as an opportunistic purchaser that is attempting to acquire your Shares in order to make a profit and, as a result, deprive you of the potential long-term value of your Shares.
Should you have any questions about this tender offer or other matters, please contact Investor Services at (877)888-7348.
We appreciate your trust in the Company and its Board of Directors. We encourage you to follow the Board of Directors’ recommendation and not tender your Shares to MPF.
Sincerely,
/s/ Stanley J. Olander, Jr.
Stanley J. Olander, Jr.
Chief Executive Officer and
Chairman of the Board of Directors
Disclosures
This correspondence contains forward-looking statements about the Company. Such forward-looking statements generally can be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” or other similar words. Readers of this correspondence should be aware that there are various factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from any forward-looking statements made in this correspondence, which include changes in general economic conditions, changes in real estate conditions and lack of availability of financing or capital proceeds. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this correspondence. The Company does not make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. The Company urges you to read carefully Item 8 of the enclosedSchedule 14D-9 for a discussion of additional risks that could cause actual results to differ from any forward-looking statements made in this correspondence.
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