MISSION WEST PROPERTIES
10050 Bandley Drive
Cupertino, California 95014
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NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON
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TO THE SHAREHOLDERS:
A special meeting (the "Meeting") of shareholders of Mission West
Properties, a California corporation (the "Company") will be held at the
Company's corporate offices, 10050 Bandley Drive, Cupertino, California 95014 on
___________, _____________, 199_ at ____ _.m., for the following purposes:
1. To approve a proposed private placement of 6,495,058 shares of the
Company's Common Stock for $4.50 per share.
2. To ratify and approve the Company's acquisition of the sole general
partner interest representing approximately 12.11% of the total partnership
interests in each of four existing limited partnerships (collectively the
"Operating Partnerships") owning approximately 4.34 million rentable square feet
of leased commercial R&D buildings, in which the principal limited partners are
Carl E. Berg and certain of his affiliates, pursuant to the terms of an
Acquisition Agreement dated as of May 14, 1998 and an Amendment to Acquisition
Agreement effective July 1, 1998.
3. To approve the Company's acquisition of the right to acquire, through
the Operating Partnerships, certain pending commercial R&D building developments
consisting of approximately 1.02 million rentable square feet from Mr. Berg and
certain of his affiliates.
4. To approve the Company's acquisition of an option to acquire future
commercial R&D building developments on land currently held by Mr. Berg and
certain of his affiliates.
5. To approve the issuance of up to 93,398,705 shares of Common Stock upon
the future redemption or exchange of 93,398,705 units of limited partnership
interests held by or issuable to the limited partners in the Operating
Partnerships ("L.P. Units"), including 33,919,072 L.P. Units issuable upon the
acquisition of the pending commercial R&D building developments from Mr. Berg
and certain of his affiliates.
6. To approve a proposal to reincorporate the Company under the laws of the
State of Maryland through a merger with and into the Company's wholly owned
subsidiary Mission West Properties, Inc., a Maryland corporation ("Mission
West-Maryland"), which during 1998 intends to elect to become a Real Estate
Investment Trust ("REIT") for federal income tax purposes, and to approve the
adoption of the charter and bylaws of Mission West-Maryland to take effect upon
the merger (the "Reincorporation Merger").
Only shareholders of record at the close of business on _________, 1998,
will be entitled to vote at the meeting. Each of those shareholders is cordially
invited to be present and vote at the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY. THIS IS IMPORTANT BECAUSE A MAJORITY OF THE SHARES
MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM. IF
YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH YOU HAVE PREVIOUSLY
PROVIDED A PROXY.
By Order of the Directors
Bradley A. Perkins