New Plan and Excel Announce Agreement to Merge; Merger of
Equals to Create Largest Community and Neighborhood
Shopping Center REIT with $3.5 Billion Total Market
Capitalization
NEW YORK and SAN DIEGO--(BUSINESS WIRE)--May 14,
1998--New Plan Realty Trust (NYSE:NPR) and Excel Realty
Trust, Inc., (NYSE:XEL) announced today the signing of a
definitive merger agreement to create the nation's
largest community and neighborhood shopping center real
estate investment trust (REIT). The new company to be
called New Plan Excel Realty Trust, Inc., will own a
total of 332 properties (276 retail properties) located
in 32 states comprising over 34.7 million square feet.
The transaction creates a company with total market
capitalization of approximately $3.5 billion and market
equity of approximately $2.2 billion. Approved
unanimously by the Board of each company, the transaction
is subject to shareholder approval and customary closing
conditions.
William Newman, Chairman and CEO of New Plan Realty
Trust, stated, "We are delighted to announce this merger
with Excel; it is a great day for our shareholders. We
have believed for decades that size and scale can lead to
both revenue enhancements and economies of scale for our
shareholders. In 1991 we were the first public REIT to
reach one billion dollars in equity value and this
combination continues our long term shareholder value
creation strategies."
Gary B. Sabin, Chairman, President and CEO of Excel
Realty Trust, stated, "We share with the senior
management of New Plan great enthusiasm for this
strategic combination. New Plan has a great history of
strong operational results that have consistently
provided their shareholders excellent returns. Excel has
a history of innovative thinking and establishing new
methods to also produce excellent results. The
combination of the two companies creates an exceptional
company of size, scope and greatly enhanced competitive
strength. It is also an outstanding fit in terms of
properties, geographic distribution and capital market
penetration."
The combination fits strategically with both companies'
long range plans, building mutually upon their respective
strengths. The new company will compete nationally with
25 offices, over 750 employees and greater tenant
diversity.
The merger agreement calls for Excel to declare a 20%
stock dividend and then issue one share of Excel for each
share of New Plan outstanding. Structurally New Plan
will be merged with a subsidiary of Excel and become a
wholly owned subsidiary of Excel. The surviving company
will be a Maryland corporation. The combined company
will have approximately 93 million common share
equivalents. New Plan shareholders will hold
approximately 65% of the combined company's common
equity. Holders of New Plan's Series A Cumulative
Preferred Stock will be given a new New Plan Excel Series D
Cumulative Preferred with terms substantially
identical.
Arnold Laubich, President and COO of New Plan, stated
"Our company will have 276 retail properties containing
34.7 million square feet of gross leasable area in 32
states and 12,380 multifamily units in 14 states. This
large national platform, combined with our very strong
balance sheet, positions us as a leader in the
consolidation of the REIT industry. It also provides the
company with strong prospects for significant and
sustainable growth in both revenue and FFO. I look
forward to working closely with Gary Sabin and the rest
of our strengthened team."
The Board of Directors will consist of 9 members from New
Plan and 6 members appointed from Excel. The senior
management of New Plan Excel will be as follows:
William Newman: Chairman
Arnold Laubich: Chief Executive Officer
Gary B. Sabin: President and Chairman of
Investment Committee
James M. Steuterman: Executive Vice President and
Co-Chief Operating Officer
Richard B. Muir: Executive Vice President and
Co-Chief Operating Officer
David A. Lund: Chief Financial Officer
Upon Arnold Laubich's eventual retirement as Chief
Executive Officer of the Company, the Company intends and
expects to appoint Gary B. Sabin as the Chief Executive
Officer of the Company. The company's headquarters will
be based in New York with operational headquarters in New
York and San Diego.
After completion of the offering the dividend policy is
expected to provide for an initial annual dividend rate
of $1.60 per share (which represents an annual dividend
of $1.92 per pre-transaction Excel Realty Trust share)
with anticipated minimum increases of $0.0025 per share
per quarter.
Morgan Stanley & Co. acted as financial advisor to New
Plan. Merrill Lynch & Co. provided an opinion to New
Plan. Prudential Securities Incorporated and Triton
Pacific Capital acted as financial advisors to Excel.
Prudential Securities Incorporated provided an opinion to
Excel. The transaction is expected to close in August,
1998.
New Plan Realty is a New York based real estate company
that has been in business for 72 years. A public company
since 1962 and a REIT since 1972, it owns and operates
190 retail and residential properties mainly in the
eastern half of the United States. New Plan has over 600
employees and its shares trade on the New York Stock
Exchange under the symbol NPR.
Excel Realty Trust is a San Diego based REIT that was
formed in 1985 and reincorporated in 1993 as a Maryland
corporation. The company owns and manages 142 properties
comprising 14.1 million square feet of gross leasable
area in 27 states. Excel has approximately 150 employees
and its shares trade on the New York Stock Exchange under
the symbol XEL.
Certain statements in this press release, including
statements containing the words "believe," "will,"
"expects" and similar expressions, constitute forward
looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. There are a
number of important factors that could cause the
company's actual results to differ materially from those
indicated by such forward looking statements. Some of
the factors that could affect the foregoing expectations
include general economic conditions, competition in and
performance of local real estate markets, competition
from other property management companies, New Plan
Excel's ability to obtain financing, increases in
interest rates, increases in operating costs and real
estate taxes, as well as other risks detailed from time
to time in either New Plan's or Excel's filings with the
Securities and Exchange Commission.
CONTACT:
New Plan Realty Trust
Dean R. Bernstein, 212/869-3000
or
Excel Realty Trust
Graham R. Bullick, Ph.D., 619/485-9400