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Glenborough Realty Trust Calls for Redemption of 7 3/4% Series A Convertible Preferred Stock Contingent Upon Merger
Business Wire, Nov 9, 2006
SAN MATEO, Calif. -- Glenborough Realty Trust Incorporated ("Glenborough") (NYSE:GLB) called for the redemption of its 73/4% Series A Convertible Preferred Stock (CUSIP #37803P204) (the "Preferred Stock") by the mailing of a Notice of Redemption on October 27, 2006 to the holders of record of the Preferred Stock. Glenborough intends to redeem 3,740,807 shares of Preferred Stock, representing 100% of the total number of outstanding shares of Preferred Stock. The redemption of the Preferred Stock is contingent upon consummation of the merger of Glenborough with a subsidiary of certain funds managed by Morgan Stanley Real Estate (the "Merger"), which Merger currently is expected to occur on or about November 29, 2006 (the "Redemption Date"). Each share of Preferred Stock outstanding immediately prior to the consummation of the Merger will be entitled to receive an amount per share (the "Redemption Price"), in cash, without interest, equal to (i) $25.3875, plus (ii) $0.484375 multiplied by the quotient obtained by dividing (x) the number of days between the last day of the last dividend period for which full dividends on the Preferred Stock have been declared and paid and the Redemption Date (including the Redemption Date) by (y) the total number of days in the dividend period during which the Redemption Date occurs.
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Holders who hold shares of Preferred Stock through a broker should contact their broker with regard to the redemption process because their shares will be redeemed in accordance with the broker's and DTCC's procedures. Glenborough does not control the broker and DTCC redemption process.
On or before the Redemption Date, the funds necessary for the Redemption will be set aside by Glenborough in trust for the benefit of the holders of Preferred Stock. From the Redemption Date forward, dividends on the redeemed Preferred Stock will no longer accrue, and holders of the redeemed Preferred Stock will have no rights other than the right to receive the Redemption Price, without interest, upon surrender of the redeemed Preferred Stock. Payment of the Redemption Price will be made only upon presentation and surrender of certificates representing the redeemed Preferred Stock, by mail, by overnight delivery or by hand to Registrar and Transfer Company, the redemption agent for the Preferred Stock, at the addresses specified in the Notice of Redemption.
The Preferred Stock called for redemption is convertible until the close of business (5:00 p.m. New York time) on the Redemption Date, into shares of Glenborough's common stock, $0.001 par value (the "Common Stock"), at a conversion price of $32.83 per share (equivalent to a conversion rate of approximately 0.7615 shares of Common Stock for each share of Preferred Stock). Cash will be paid in lieu of any fractional shares. To convert any shares of Preferred Stock, the holder of record thereof must surrender the certificates representing said Preferred Stock to Registrar and Transfer Company at the address set forth below accompanied by a written notice of election to convert. Such election to convert must be received by Registrar and Transfer Company prior to the close of business (5:00 p.m. New York time) on the Redemption Date. No payment will be made for dividends accrued and unpaid on the Preferred Stock surrendered for conversion on or prior to the Redemption Date.
If a conversion of Preferred Stock occurs on or before the Redemption Date and, should the Merger be consummated, each share of Common Stock issued upon such conversion and outstanding immediately prior to the consummation of the Merger will be entitled to receive the per share consideration to be issued to holders of shares of Glenborough Common Stock in connection with the Merger. While each holder of Glenborough Common Stock will be entitled to receive approximately $26.18 per share (which amount is comprised of the $26.00 per share payable in connection with the Merger plus a pro rata portion of Glenborough's regular quarterly dividend for the fourth quarter of 2006 based on a closing date of November 29, 2006) as consideration in connection with the Merger, each share of Preferred Stock converted into its Common Stock equivalent based on the 0.7615 conversion rate described above will be entitled to receive approximately $19.93 per share (which amount is determined by multiplying the 0.7615 conversion rate times the $26.18 per share amount payable to each holder of Glenborough Common Stock) as consideration in connection with the Merger.
A Letter of Transmittal and related materials for each redemption will be mailed on or about November 29, 2006 to holders of record immediately prior to the consummation of the Merger. Copies of the Notice of Redemption may be obtained from Registrar and Transfer Company, the transfer agent, registrar, redemption agent and conversion agent, by calling Investor Relations, Registrar and Transfer Company at 1-800-368-5948. The address of Registrar and Transfer Company is Registrar and Transfer Company, Attn: Reorg/Exchange Department, 10 Commerce Drive, Cranford, NJ 07016.
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