Exhibit 99.1
For Immediate Release FOR INVESTOR INQUIRIES, CONTACT:
March 1, 1999 Gene Zink at Duke 317/808-6026
99-03 Dave Stockert at Weeks 770/717-3204
Thomas Peck at Duke 317/808-6168
Susan Walker at Weeks 770/717-3260
FOR MEDIA INQUIRIES, CONTACT:
Donna Hovey at Duke 317/808-6137
Susan Walker at Weeks 770/717-3260
Duke Realty Investments and Weeks Corporation Announce Agreement to Merge
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$1.7 billion transaction to create a dominant $5.2 billion diversified
real estate company with a significant presence
in the Midwest and the Sunbelt
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Merger will combine REIT industry's most consistent growth companies
INDIANAPOLIS AND ATLANTA -- Duke Realty Investments, Inc., (DRE/NYSE)
and Weeks Corporation (WKS/NYSE) announced today that they have agreed to merge
their operations. The combination will create a diversified real estate company
with a total market capitalization in excess of $5.2 billion. The combined
company will be a preeminent real estate investment trust (REIT), specializing
in industrial and office buildings and business parks with 13 key geographic
platforms throughout the Midwest and the Sunbelt.
The combined company, which will operate under the name Duke-Weeks
Realty Corporation, will have more than 90 million square feet of primarily
industrial and office properties and will own or control nearly 4,650 acres of
undeveloped land that management estimates can support an additional 63 million
square feet of future development. Duke-Weeks together will become an even
stronger competitor in the industrial/office REIT arena with more than $500
million in revenue from approximately 5,000 tenants, more than 1,300 employees,
and greater market presence and geographic diversity.
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The merger also brings together the entire management and operations of
the industry's most consistent growth companies: Duke and Weeks are the two
REITs with the longest ongoing records (at least 13 consecutive quarters) of
double-digit FFO growth per share. Duke and Weeks are also two of the real
estate industry's most acclaimed companies. Weeks Corporation was recently named
Industrial Developer of the Decade in Atlanta by the ATLANTA BUSINESS CHRONICLE,
and Duke was listed as the top-performing equity REIT for the past five years in
the WALL STREET JOURNAL's ranking of 1,000 major U.S. companies.
Under the terms of the merger agreement, which was unanimously approved
by the Boards of Directors of both companies, each of Weeks' common shares will
be exchanged for 1.38 shares of Duke common stock. Based on Duke's closing price
of $21.8125 per share on February 26, 1999, the total merger consideration,
including assumption of debt and preferred stock, is approximately $1.7 billion.
Weeks' shareholders will own approximately 28 percent of the combined company on
a diluted basis.
Following the close of the merger, which is expected in the second
quarter of 1999, and subject to changes in market or operating conditions,
Duke-Weeks intends to increase its dividend to an annualized level of at least
$1.48 per share, an 8.8 percent increase over Duke's current annualized dividend
of $1.36 per share. Adjusted for the exchange ratio, this dividend increase will
more than preserve the current level of dividend income to Weeks' shareholders.
Upon completion of the transaction, Thomas L. Hefner, chairman,
president and chief executive officer of Duke, will be chairman and chief
executive officer of Duke-Weeks, headquartered in Indianapolis, Indiana. A. Ray
Weeks, Jr., chairman and chief executive officer of Weeks Corporation, will
become vice chairman, president, and chief operating officer of Duke-Weeks. Mr.
Weeks will be based in Atlanta, where the new company will maintain its primary
hub for the Sunbelt. In addition to the integration of the two management teams,
the Board of the combined company will comprise a broad representation of
current Duke and Weeks directors, with a majority of the directors from Duke's
Board.
Among the near-term strategic priorities of Duke-Weeks will be
increasing market share in its existing cities, seizing the opportunities
created by the combined base of tenants, and expanding further into other major
growth markets in the Midwest and Sunbelt.
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Tom Hefner said: "We are extremely pleased to expand our
geographic presence through a merger with such a closely matched
company. Duke and Weeks both have a record of consistent double-digit
earnings growth and leadership in customer service, product
development, technology, and capital market strategies. We believe that
the long-term winners in this business will be those companies, like
Duke and Weeks, with the proven ability to add value for tenants and
shareholders alike through a vertically integrated operating company
platform. Although we believe this transaction will add approximately
four to five cents per share next year to our annual funds from
operations before any modest cost savings are considered, we are
merging primarily because we are convinced that together we will be
able to enhance our long-term growth rate.
"In that regard," he continued, "I would like to emphasize
what this merger is and is not about. This merger is about enhancing
top-line revenue growth both internally and externally. It's about
combining two of the most experienced and most respected management
teams in the business, with an average of 17 years of real estate
experience among the top officers. And, equally important, this merger
is about combining the job growth and other highly positive demographic
trends of the Sunbelt with the consistency and solid performance of the
Midwest. This merger is NOT simply about getting bigger, about
short-term accretion, or about cutting the resources that have made our
companies the successes they are."
Ray Weeks said: "Each of our companies has a proud and
successful history of accomplishment. For more than 25 years, Duke and
Weeks have been delivering the highest quality real estate services to
their respective customers in the Midwest and the Sunbelt. But even
more important than our proven track records is our shared vision to
create a formidable industrial and office real estate company best
positioned to serve its customers from Minneapolis to Miami and
virtually every major market in between."
Merrill Lynch & Co. is acting as the financial advisor for Duke, and
Goldman, Sachs & Co. is acting as the financial advisor for Weeks. The merger is
subject to approval of both Duke's and Weeks' shareholders.
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The supplemental information accompanying this release can be obtained
on the Duke (WWW.DUKEREIT.COM) and Weeks (WWW.WEEKSCORP.COM) web sites in the
Investor Information sections of those sites. It is also available through a
fax-on-demand service by dialing 1-800-356-0852 (document #9002).
Senior management from both Duke and Weeks will host a joint conference
call for institutional investors and industry analysts at 2:00 p.m. (EST) today.
All other interested parties are welcome to have live access to this call via
the Internet through the Vcall website at www.vcall.com. Soon after the call has
ended, a replay will be available through March 2, 1999, by dialing
1-888-568-0765.
Certain matters discussed within this press release may be deemed to be
forward- looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Although the companies believe the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, they can give no assurance that their expectations will be
attained. Factors that could cause actual results to differ materially from
expectations include real estate conditions, information determined in the
course of due diligence review, changes in local or national economic conditions
and other risks detailed from time to time in the companies' SEC reports and
filings, including their quarterly reports on form 10-Q, reports on Form 8-K,
and annual reports on Form 10-K. The companies assume no obligation to update or
supplement forward-looking statements that become untrue because of subsequent
events.
Duke and Weeks plan to file with the Securities and Exchange Commission
a joint proxy statement/prospectus regarding their merger. Interested parties
should read that document when it becomes available because it will contain
important information about the transaction. Any information in this press
release that is inconsistent with the information contained in the joint proxy
statement/prospectus shall be superseded by the information in the joint proxy
statement/prospectus. A copy of the joint proxy statement/prospectus once filed
will be available for free at the Commission's website at WWW.SEC.GOV or by
contacting Shona Bedwell of Duke at 317/808-6169 or Susan Walker of Weeks at
770/717-3260.
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Duke Realty Investments is a fully integrated real estate company that
owns interests in a diversified portfolio of primarily industrial and office
properties located in eight Midwestern cities. This portfolio includes 493
properties, encompassing approximately 60 million square feet. Duke Realty also
owns or controls more than 2,775 acres of land that management estimates can
support approximately 43 million square feet of future developments.
Weeks Corporation is a fully integrated real estate company that owns
interests in a portfolio of primarily industrial and suburban office properties
located in 10 Sunbelt cities. Its portfolio includes 352 properties,
encompassing approximately 31 million square feet. Weeks Corporation also owns
or controls more than 1,870 acres of land that management estimates have a
development potential of approximately 20 million square feet.
Both Duke and Weeks provide leasing, management, development,
construction, landscaping and other tenant-related services for their own
properties and for properties owned by others.
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