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 20, 2006
EXHIBIT 99.1
Kimco Realty Corporation and Pan Pacific Retail Properties, Inc. Announce
Preliminary Determination of Merger Agreement Consideration
NEW HYDE PARK, N.Y., and SAN DIEGO, Sept. 20 -- Kimco Realty Corporation
(NYSE: KIM) and Pan Pacific Retail Properties, Inc. (NYSE: PNP) today announced
that Pan Pacific shareholders will receive 0.239555 shares of Kimco common stock
and $60 of cash for each common share of Pan Pacific in connection with Kimco's
acquisition of Pan Pacific if Kimco does not elect to delay the closing. If
Kimco does elect to delay the closing, the number of shares of Kimco common
stock that the Pan Pacific stockholders will receive will be determined based on
the average closing price of Kimco common stock for the 10 trading days
immediately preceding the closing date.
Kimco and Pan Pacific previously 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. 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 1,128
properties comprising approximately 145.3 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 and to delay the closing. 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