Exhibit 99.1
G&L
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REALTY CORP.
NEWS
RELEASE: CONTACT:
Immediate David Hamer 310-273-9930
E-mail:dhamer@glrealty.com
G&L REALTY CORP. ANNOUNCES THAT SPECIAL COMMITTEE
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REAFFIRMS TRANSACTION WITH MESSRS. GOTTLIEB AND LEBOWITZ,
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DECLINES LATEST WEISMAN PROPOSAL
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BEVERLY HILLS, California, September 10, 2001. G&L Realty Corp. (NYSE: GLR)
announced that the Special Committee of its Board of Directors has determined
that the transaction contemplated by the Agreement and Plan of Merger dated as
of May 10, 2001 between the Company and a new company owned by Daniel M.
Gottlieb and Steven D. Lebowitz providing for a merger in which common
stockholders of the Company would receive $12.00 per share continues to be fair
and reasonable to and in the best interests of the Company and its unaffiliated
common stockholders. The committee reaffirmed its recommendation that the
Company consummate the transaction.
The Special Committee also advised Lyle Weisman and his associates (the "Weisman
Group") that it would not recommend the Weisman Group's latest proposal dated
September 5, 2001 to the full board of directors. In considering the Weisman
Group's latest proposal, the Special Committee concluded that, since the latest
proposal does not contemplate a merger, it should be considered a proposal to
make a tender offer for a minimum of 45% of the Company's outstanding shares of
common stock conditioned upon a termination of the Agreement and Plan of Merger.
In reviewing the proposal, the Special Committee considered a number of things,
including the following:
(a) the Weisman Group's proposal is not in the form of an offer that the
Company can accept to create a legally binding contract; therefore, it
would require the Company to terminate the Agreement and Plan of Merger in
advance of the existence of an obligation on the Weisman Group's part to
deliver the $2.5 million good faith deposit needed to reimburse the Company
for the costs that have been and would be incurred upon termination of the
Agreement and Plan of Merger;
(b) in the absence of any objective criteria for determining the purchase price
adjustments that would be applicable in the case of the proposed $16.50 per
share transaction in which due diligence was performed, the committee had
to consider the proposal as at $15.50 per share;
G&L Realty Corp.
Corporate Headquarters:
439 North Bedford Drive, Beverly Hills, California 90210
Tel:310-273-9930 Fax:310-248-2222
(c) based on expert advice, the committee had concluded that it is more likely
than not that the Weisman Group would be unable to acquire 45% of the
Company's outstanding common stock in a tender offer opposed by Messrs.
Gottlieb and Lebowitz who own approximately 42% of the Company's
outstanding common stock and have options to purchase an additional 167,000
shares, which they have advised the committee they would do; the only form
of a tender offer that the committee would be able to recommend would be a
tender offer made at an appropriate price, on an any and all basis or
subject to a minimum threshold that the committee determines is more likely
than not to be satisfied, and with no contingencies;
(d) the committee believes that there is a material risk that, if the Agreement
and Plan of Merger were terminated and the Weisman Group did not meet the
45% minimum threshold in its proposal, the Company's common stock would
trade at a significant discount from the $12.00 per share price specified
in the Agreement and Plan of Merger, particularly in light of the advice of
the committee's financial advisor that the range of values of the Company's
common stock is between $5.00 and $10.00 per share;
(e) the failure of the Weisman Group to provide the committee with any business
plan or indication of its intentions with respect to the future management
or operation of the Company, notwithstanding numerous requests from the
committee;
(f) the fact that the Weisman Group does not need the approval or consent of
the committee to conduct a tender offer; and
(g) the committee's concern that the continued lapse of time will give rise to
the right of Messrs. Gottlieb and Lebowitz to terminate the Agreement and
Plan of Merger, leaving the Company's stockholders without an opportunity
to participate in any transaction.
Founded in 1976, G&L Realty Corp. is a growth-oriented health care real estate
investment trust with four major areas of operation: the Medical Office Building
Division, the Skilled Nursing Facility Division, the Assisted Living Facility
Division and the Senior Care Lending Division.
This press release contains forward-looking statements. These statements can be
identified by the use of forward-looking terminology such as "will,"
"anticipate," "contemplate" and "intend." These statements represent the
Company's judgment concerning the future and are subject to risks and
uncertainties that could cause the proposed transactions described not to occur
in the manner or in the time frame indicated in this press release. Factors
influencing the proposed transactions described in this press release, in
addition to the conditions referred to above, include, but are not limited to,
changes in the general economy, the supply of, and demand for, healthcare
related real estate in markets in which the Company has investments, the
availability of financing and governmental policies and regulations as well as
delays in obtaining approvals from stockholders, governmental authorities and
other third parties.
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G&L Realty Corp.
Corporate Headquarters:
439 North Bedford Drive, Beverly Hills, California 90210
Tel:310-273-9930 Fax:310-248-2222