Filed by Kimco Realty Corporation
Pursuant to Rule 165 and Rule 425(a) under the
United States Securities Act of 1933, as amended
Subject Company: Pan Pacific Retail Properties, Inc.
Commission File No. 001-13243
Date: September 8, 2006
EXHIBIT 99.1
KIMCO REALTY CORPORATION AND PAN PACIFIC RETAIL PROPERTIES, INC. ANNOUNCE MERGER
AGREEMENT CONSIDERATION
NEW HYDE PARK, N.Y. AND SAN DIEGO, CALIF., SEPTEMBER 8, 2006 - Kimco
Realty Corporation (NYSE: KIM) and Pan Pacific Retail Properties, Inc.(NYSE:
PNP) today announced that, as permitted by their merger agreement, Kimco has
elected to pay the $70 per share merger consideration with $60 in cash and $10
in newly issued Kimco common stock, payable to Pan Pacific stockholders in
connection with Kimco's acquisition of Pan Pacific.
The number of shares of Kimco common stock that the Pan Pacific
stockholders will receive will be determined based on the 10 trading day closing
price average of Kimco common stock immediately preceding the trading day that
is two days prior to the Pan Pacific stockholders' meeting or, if Kimco has
elected to delay the closing, based on the closing price average of Kimco common
stock over the 10 trading days immediately preceding the closing date.
Kimco may revoke its stock election at any time if the revocation would
not delay the Pan Pacific stockholders' meeting by more than 10 business days.
ABOUT KIMCO REALTY CORPORATION
Kimco has specialized in shopping center acquisitions, development and
management for over 45 years. Kimco owns and operates the nation's largest
portfolio of neighborhood and community shopping centers with interests in 1,118
properties comprising approximately 143.6 million square feet of leasable space
located throughout 45 states, Canada, Mexico and Puerto Rico. For further
information refer to the Company's web site at WWW.KIMCOREALTY.COM.
ABOUT PAN PACIFIC RETAIL PROPERTIES
Pan Pacific Retail Properties, Inc. is an equity real estate investment
trust (REIT) traded on the New York Stock Exchange under the symbol PNP.
The Company is the largest neighborhood shopping center REIT focused exclusively
on the West Coast. Pan Pacific's portfolio currently totals 138 properties,
encompassing approximately 22.6 million square feet of retail space. The
portfolio is principally diversified across five distinct regions in the Western
United States: Northern California, Southern California, Washington, Oregon and
Nevada.
Pan Pacific specializes in the acquisition, ownership and management of
community and neighborhood shopping centers for everyday essentials. The
Company's strategy is aimed at generating long-term stable cash flow through
maintaining a diverse portfolio and tenant base, balanced with consistent growth
through its acquisition and property management programs.
Pan Pacific is headquartered in Vista (San Diego), California, and has
regional offices located in Sacramento, California; Kent, Washington; Portland,
Oregon; and Las Vegas, Nevada.
Additional information on Pan Pacific is available on the Company's
website at http://www.pprp.com.
# # #
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements other than statements of
historical facts included in this press release are forward-looking statements.
All forward-looking statements speak only as of the date of this press release.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance, achievements
or transactions of Kimco, Pan Pacific and their affiliates or industry results
or the benefits of the proposed merger to be materially different from any
future results, performance, achievements or transactions expressed or implied
by such forward-looking statements. Such risks, uncertainties and other factors
relate to, among others, approval of the transaction by the shareholders of Pan
Pacific, the satisfaction of the other closing conditions to the transaction,
and Kimco's right under the merger agreement to revoke its election to include
stock in the merger consideration. Additional information or factors which could
impact the companies and the forward-looking statements contained herein are
included in each company's filings with the Securities and Exchange Commission.
The companies assume no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release does not constitute an offer of any securities for
sale. In connection with the proposed transaction, Kimco and Pan Pacific
have filed a definitive proxy statement/prospectus dated August 23, 2006 with
the Securities and Exchange Commission as part of a registration statement
regarding the proposed merger. Investors and security holders are urged to read
the proxy statement/prospectus because it contains important information about
Kimco and Pan Pacific and the proposed merger. Investors and security holders
may obtain a free copy of the definitive proxy statement/prospectus and other
documents filed by Kimco and Pan Pacific with the SEC at the SEC's website at
WWW.SEC.GOV. The definitive proxy statement/prospectus and other relevant
documents may also be obtained free of charge from Kimco or Pan Pacific by
directing such request to: Kimco Realty Corporation, 3333 New Hyde Park Road,
New Hyde Park, New York 11042-0020 Attention: Investor Relations or Pan Pacific
Retail Properties, Inc., 1631B South Melrose Drive, Vista, California 92083
Attention: Investor Relations. Investors and security holders are urged to read
the proxy statement, prospectus and other relevant material before making any
voting or investment decisions with respect to the merger.
Kimco and Pan Pacific and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the shareholders of Pan Pacific in connection with the merger. Information
about Kimco and its directors and executive officers, and their ownership of
Kimco securities, is set forth in the proxy statement for the 2006 Annual
Meeting of Stockholders of Kimco, which was filed with the SEC on April 12,
2006. Information about Pan Pacific and its directors and executive officers,
and their ownership of Pan Pacific securities, is set forth in the proxy
statement for the 2006 Annual Meeting of Stockholders of Pan Pacific, which was
filed with the SEC on March 24, 2006. Additional information regarding the
interests of those persons may be obtained by reading the proxy statement/
prospectus.
Kimco Contact: Pan Pacific Contact:
Scott G. Onufrey Carol Merriman
Vice President - Investor Relations Investor Relations
516-869-7190 760-598-2002