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 IT HAS RECEIVED PROXIES
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SUPPORTING MERGER REPRESENTING 53.2% OF SHARES AND THAT
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SPECIAL COMMITTEE HAS RECEIVED A REVISED PROPOSAL FROM
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WEISMAN GROUP
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BEVERLY HILLS, California, October 15, 2001. G&L Realty Corp. (NYSE: GLR)
announced that it has been advised by Mellon Investor Services, L.L.C., the
Company's Transfer Agent and Registrar, that it has received on behalf of the
Company proxies representing 1,527,249 shares of the Company's common stock (or
approximately 53.2% of the outstanding shares) that support the merger of the
Company with a new company owned by Daniel M. Gottlieb and Steven D. Lebowitz
pursuant to the agreement and plan of merger dated as of May 10, 2001. The
merger must be approved by the holders of a majority of the outstanding shares
of the Company's common stock. Mellon has also received proxies representing
65,457 shares (or approximately 2.3% of the outstanding shares) opposing the
merger. The stockholders meeting to which the proxies relate will be held on
October 24, 2001. Under applicable law, proxies may be revoked prior to or at
the stockholders meeting by following appropriate procedures.
The Company also announced that the special committee of its board of directors
has received a revised proposal from Lyle Weisman and his associates (the
"Weisman Group") to acquire the outstanding common stock of the Company. If
accepted, the revised proposal would require the negotiation of a definitive
agreement and the termination of the merger agreement with the company owned by
Messrs. Gottlieb and Lebowitz requiring the payment by the Company of
significant amounts to Messrs. Gottlieb and Lebowitz as described below. The
revised proposal is being reviewed by the special committee of the Company's
board of directors.
In the revised proposal, the Weisman Group proposes to make a tender offer for
outstanding shares of the Company's common stock at $15.50 per share on an "any
or all" basis. The proposal: (i) contemplates a deposit of $2,500,000 by the
Weisman Group with the special committee's counsel which would be applied to the
tender offer; (ii) contemplates that the deposit would become non-refundable
only if the Weisman Group did not proceed with the tender offer (subject to
certain exceptions); (iii) requires termination of the merger agreement with the
company owned by Messrs. Gottlieb and Lebowitz not later than upon delivery of
the deposit; (iv) requires that the special
G&L Realty Corp.
Corporate Headquarters:
439 North Bedford Drive, Beverly Hills, California 90210
Tel: 310-273-9930 Fax: 310-248-2222
committee recommend the tender offer to the Company's common stockholders; (v)
contemplates commencement of the tender offer not more than thirty-one days
after delivery of the deposit; (vi) contemplates that the tender offer period
would be twenty-five business days, subject to up to two ten business day
extensions; (vii) requires the board of directors of the Company to waive any
"limits on share ownership" applicable to the Weisman Group; (viii) contemplates
the merger of a company owned by the Weisman Group into the Company in which
common stockholders of the Company would receive $15.50 in cash per share if the
Weisman Group owns more than 50% of the outstanding shares of the Company's
common stock after completion of the tender offer; (ix) requires that the
Weisman Group be given appraisal rights with respect to its shares in the event
of a merger, sale of assets or similar transaction if it owns less than a
majority of the outstanding shares of the Company's common stock after
completion of the tender offer; (x) requires that the Company's common stock be
delisted from the New York Stock Exchange upon completion of the tender offer;
and (xi) calls for a "breakup fee" of $2,800,000 if the Company or its
stockholders proceed with a transaction other than the tender offer at any time
after the delivery of the deposit and (xii) limits damages against the Weisman
Group (including legal fees and costs) to $2,500,000.
The revised proposal by the Weisman Group would require termination of the
merger agreement with the company owned by Messrs. Gottlieb and Lebowitz not
later than upon delivery of the deposit. Termination of the merger agreement
would require prompt payment of the termination fee and reasonable expenses of
Messrs. Gottlieb and Lebowitz, which are currently estimated to aggregate in
excess of $2,700,000. Under the revised proposal, payment of the $2,500,000
deposit would occur within three business days after the special committee
accepts the Weisman Group's offer and would be held to be applied in the tender
offer. Accordingly, it would not be available to the Company to pay the
termination fee and expenses of Messrs. Gottlieb and Lebowitz.
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 "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