Exhibit 99.1
[LETTERHEAD OF JP REALTY, INC.]
FOR IMMEDIATE RELEASE
CONTACT: G. Rex Frazier, President / COO
M. Scott Collins, Vice President / CFO
(801) 486-3911
JP REALTY, INC. SIGNS DEFINITIVE MERGER AGREEMENT
WITH GENERAL GROWTH PROPERTIES, INC.;
JP REALTY, INC. SHAREHOLDERS TO RECEIVE
$26.10 PER SHARE CASH IN TRANSACTION
SALT LAKE CITY, Mar. 4, 2002 -- JP Realty, Inc. (the "Company") (NYSE: JPR),
today announced that it has executed a definitive merger agreement pursuant to
which JP Realty, Inc. will merge into General Growth Properties, Inc. ("General
Growth") (NYSE: GGP), a public real estate investment trust headquartered in
Chicago, Illinois.
The total acquisition price will be approximately $1.1 billion including
approximately $440 million in cash, assumption of approximately $460 million of
existing debt and $116 million of existing preferred operating units. Under the
terms of the agreement, the shareholders of the Company's common stock will
receive $26.10 per share cash for all outstanding shares of the Company. Each of
the limited partners of Price Development Company, Limited Partnership will be
offered the opportunity to receive in exchange for their OP Units either $26.10
in cash or .522 Series B 8.5% Convertible Preferred Units of GGP Limited
Partnership, convertible into General Growth common stock based on a conversion
price of $50 per share.
The merger agreement has been unanimously approved by the board of directors of
the Company. The merger is subject to customary closing conditions, including
approval by the shareholders of the Company. It is anticipated that the
transaction will be closed in the second quarter of 2002.
John Price, chairman and chief executive officer of the Company, stated "We are
very pleased to announce our definitive agreement to merge with General Growth.
Our shareholders will receive a favorable premium over the Company's historical
trading price and Net Asset Value ("NAV"), and our tenants, employees and other
capital providers will benefit from the strengths of a newly expanded General
Growth, which is already one of the largest owners of shopping centers. We
believe that the return of shareholders capital at a strong premium to our
historical trading price and NAV at an opportune point in the real estate cycle
represents a very favorable transaction for our shareholders."
The Company will host a conference call and an audio webcast, both of which will
be open to the general public beginning at 11:00 a.m. EST on Tuesday, March 5,
2002, to discuss the transaction. To participate in the Company's conference
call, please dial 800-406-5345, and enter the confirmation code number 623950. A
live webcast will also be available coinciding with this conference call and
will be available on JP Realty's website at www.jprealty.com on the "Investor
Information" portion of the site and at www.streetevents.com. If you are unable
to participate in the Company's conference call, an audio playback will be
available for a thirty-one day period starting March 5, 2002, at 1:00 p.m. EST
by dialing 888-203-1112 and entering code number 623950. In addition, a replay
will be available for 14 days at www.jprealty.com on the "Investor Information"
portion of the site.
The Company owns or has an interest in 50 properties, which consist of eighteen
(18) enclosed regional malls, twenty-five (25) anchored community centers, one
(1) free-standing retail property and six (6) mixed-use commercial/business
properties, containing an aggregate of over 15.1 million square feet of Gross
Leasable Area in 10 western states.
INFORMATION CONCERNING PARTICIPANTS
The Company, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from the Company shareholders
in favor of the merger. As of the date of this communication, the officers and
directors of the Company each beneficially owned less than 1% of the outstanding
common stock of the Company, with the exception of Mr. John Price, who
beneficially owned approximately 1.8%.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
NOTE: News releases and other information regarding JP Realty, Inc. can be
accessed on the Internet at www.jprealty.com.
The Company plans to mail a proxy statement to its shareholders containing
information about the merger. Investors and securityholders of the Company are
advised to read the proxy statement carefully when it becomes available because
it will contain important information about General Growth, the merger, the
persons soliciting proxies related to the merger, their interest in the merger,
and related matters. Investors and securityholders may obtain free copies of the
proxy statement (when available) and other documents filed by the Company at the
Securities and Exchange Commission's website at http://www.sec.gov. Free copies
of the proxy statement will also be available from the Company by directing such
requests to the attention of
G. Rex Frazier or M. Scott Collins, JP Realty, Inc., 35 Century Park-Way, Salt
Lake City, Utah 84115, telephone (801) 486-3911.
The Series B 8.5% Convertible Preferred Unit will be issued in a private
placement and have not or will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exception from registration requirements.
This release may contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements concerning the
possible outcome of the transaction described in this release, the impact of the
transaction on the Company or the price of its stock and the anticipated time of
closing. The actual results of the transaction may differ materially from those
expressed or implied by such forward-looking statements as a result of the known
and unknown risks, uncertainties, assumptions and other factors that such
statements may involve. Representative examples of these factors include,
without limitation, general industry and economic conditions, interest rate
trends, worldwide and local terrorist activities, cost of capital and capital
requirements, availability of real estate properties, competition from other
companies and venues for the sale/distribution of goods and services, shifts in
customer demands, tenant bankruptcies, governmental and public policy changes
and the continued availability of financing in the amounts and on the terms
necessary to support the future business of the Company.