PS Business Parks, Inc. (NYSE:PSB) (“PSB” or the “Company”) announced that, at a Special Meeting of Stockholders held earlier today, PSB stockholders voted to approve the acquisition of PSB by affiliates of Blackstone Real Estate (“Blackstone”).
“I am pleased to see that our stockholders approved this transformative transaction, which will provide compelling value to our stockholders and positions the company for collective success”
Stephen W. Wilson, President and Chief Executive Officer of PSB
Subject to the satisfaction or waiver of all of the conditions to the closing of the transaction in the merger agreement, the transaction is expected to be completed on or around July 20, 2022.
The final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission after certification by PSB’s inspector of elections.
Additionally, as previously announced, on July 8, 2022, as contemplated by the merger agreement, the PSB Board of Directors declared (i) a prorated quarterly cash dividend (the “pro rata dividend”) on PSB common stock and (ii) a cash dividend (the “closing cash dividend”) of $5.25 per share of PSB common stock, each payable immediately before the effective time of the merger of PSB’s operating partnership with an affiliate of Blackstone, to holders of record as of the close of business on the business day immediately preceding the closing date of the Transaction and contingent upon the approval of the merger agreement by PSB’s stockholders, the satisfaction or waiver of the other conditions to the Transaction and the merger agreement not having been terminated. The amount of the pro rata dividend is based upon PSB’s current quarterly dividend rate of $1.05 per share of PSB common stock and pro-rated for the number of days from and including July 1, 2022 through the day immediately prior to the closing date of the Transaction.
Based on the anticipated closing date of the Transaction of July 20, 2022, the pro rata dividend will equal $0.216848 per share of PSB common stock, and each of the pro rata dividend and the closing cash dividend will be payable immediately prior to the partnership merger effective time on July 20, 2022 to the holders of record as of the close of business on July 19, 2022.
If the Transaction is completed on July 20, 2022, PSB stockholders who hold their shares of common stock on the record date for the dividends and through the effective time of the Company merger will be entitled to receive an aggregate of $187.716848 per share in cash, consisting of (i) $187.50, representing the $5.25 closing cash dividend and the merger consideration of $187.50 per share as reduced by the $5.25 closing cash dividend plus (ii) the $0.216848 pro rata dividend.
If the closing date of the Transaction is delayed past July 20, 2022, holders of PSB’s common stock will not receive the pro rata dividend or the closing cash dividend on July 20, 2022, and in such case PSB will make a public announcement providing further updates with respect to these matters.
For additional information regarding the proposed transaction, please consult the definitive proxy statement filed by PSB with the U.S. Securities and Exchange Commission on June 8, 2022.
J.P. Morgan Securities LLC is acting as lead financial advisor to PSB and provided a fairness opinion to the PSB board of directors in connection with the transaction. Eastdil Secured is acting as real estate advisor to PSB and is also acting as a co-financial advisor to PSB. Wachtell, Lipton, Rosen & Katz is serving as PSB’s legal advisor.
About PS Business Parks
PS Business Parks, Inc., an S&P MidCap 400 company, is a REIT that acquires, develops, owns, and operates commercial properties, predominantly multi-tenant industrial, industrial-flex, and low-rise suburban office space. Located primarily in major coastal markets, PS Business Parks’ 96 properties serve approximately 4,900 tenants in 27 million square feet of space as of March 31, 2022. The portfolio also includes 800 residential units (inclusive of units in-process).