Merger Agreement Template

Monday, January 20th 2020. | Sample Templates

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CIM real estate Finance have confidence, Inc. declares Merger Agreements with Three Smaller, internet hire REITs Managed by means of its supervisor, CIM neighborhood los angeles–(business WIRE)–CIM real estate Finance have faith, Inc. (“CMFT”), Cole workplace & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and Cole credit score Property have confidence V, Inc. (“CCPT V”) announced today that the agencies have entered into definitive merger agreements whereby CMFT would purchase each and every of CCIT II, CCIT III and CCPT V in separate inventory-for-inventory, tax-free merger transactions. The professional forma combined company (“CC CMFT”) would have about $5.9 billion in total asset price, growing a number one industrial precise estate credit score-focused REIT (precise property investment have faith) with scale, basically invested in web hire property and business true estate debt (“CRE debt” or “loans”). CMFT, CCIT II, CCIT III and CCPT V are non-traded REITs managed through affiliates of CIM group, LLC (“CIM”). The transactions are anticipated to shut in the fourth quarter of 2020, subject to widely wide-spread closing conditions, together with the approval of the respective mergers and likely other matters by way of stockholders of CCIT II, CCIT III and CCPT V. The transactions are expected to shut at the same time as however are not cross-conditioned on the consummation of the others. The merger agreements have been negotiated on behalf of CMFT, CCIT II, CCIT III and CCPT V by way of their respective special committees, each of which is composed solely of disinterested, impartial directors, along with each and every special committee’s separate fiscal and felony advisors. each and every of the particular committees informed approval of the merger agreements to their respective Board of directors, each of which unanimously permitted the merger agreements negotiated via their respective special committee. “Following the onset of the COVID-19 pandemic and the linked economic have an effect on of shutdowns, each and every of CMFT, CCIT II, CCIT III, and CCPT V undertook comprehensive experiences of their agencies and prospects and concluded that stronger scale, tenant diversity, asset type diversity, fiscal power and fund elevating flexibility would optimum position each of them to thrive in a publish-pandemic financial environment. CIM took immediate motion and counseled to the Boards of administrators of each and every REIT to discover a mixture to kind a larger, extra varied enterprise concentrated on long-time period cost advent,” talked about Richard Ressler, predominant and Co-founding father of CIM community. “The Boards of directors trust that the mixed business will give a couple of merits for stockholders and will be neatly-positioned to navigate the put up-COVID financial environment with enhanced financial and operational flexibility and efficiency, making the mixed business extra helpful.” capabilities Strategic merits The merger transactions are expected to provide meaningful advantages for stockholders of the taking part groups, together with: Diversifies Portfolio: CC CMFT’s better, extra diversified portfolio is expected to allow it to opportunistically pursue increase ideas and reposition its portfolio mixture of internet lease belongings, multi-tenant retail belongings and CRE debt over the long term, in addition to diversify its credit score investments. As of June 30, 2020, the pro forma CC CMFT’s asset combine was approximately 38% retail internet hire, 28% multi-tenant retail, 20% workplace web lease, eleven% loans and three% industrial net rent property (in response to asset price for owned true estate, and reasonable cost estimates for loans as of June 30, 2020). increases size, Scale and Tenant variety of Owned real property: The merger transactions would diversify CC CMFT’s tenant base. As of June 30, 2020, CC CMFT’s professional forma owned actual property portfolio had 559 properties totaling about 25.8 million square feet, with an occupancy fee of approximately 96%, a weighted usual hire term of about 8.eight years, and, as a percent of annualized rental revenue, investment-grade tenancy of approximately 41%, with its accurate 10 tenants producing about 30%, and no tenant generating greater than four.2%, of annualized condo salary. Lowers risk Profile and Strengthens steadiness Sheet: As of June 30, 2020, CC CMFT had seasoned forma constrained near-time period debt maturities and web leverage of about 39%, together with vast cash on its balance sheet. it’s expected that CC CMFT would use purchasable money and purchasable leverage ability to fund future investments. CC CMFT would also continue to advantage from CIM’s scale and established relationships with financing counterparties. Expands access to Capital and Pathway to Liquidity: stronger scale and portfolio diversification will provide CC CMFT with more advantageous entry to debt and fairness capital markets. The merger transactions are anticipated to enhanced position CC CMFT for an eventual future liquidity event, including a public market checklist. Generates discount rates and accelerated cash flow: CC CMFT is anticipated to subsequently realize approximately $3.5 million in annual rate reductions on account of operational efficiencies from the proposed mergers. Transaction phrases subject to the terms and prerequisites of the merger agreements, CCIT II, CCIT III and CCPT V stockholders would get hold of, for each share of average inventory of the central entity held by using them, 1.501,1.093 and a pair of.691 shares, respectively, of CMFT usual stock, which is valued at approximately $10.ninety seven per CCIT II share, $7.ninety nine per CCIT III share and $19.sixty seven per CCPT V share, in response to CMFT’s most currently estimated web asset value per share of $7.31. Following the closings of the merger transactions, former stockholders of CMFT, CCIT II, CCIT III and CCPT V are expected to own approximately sixty seven%, 22%, 1% and 10% of CC CMFT, respectively. Upon closing, the Board of administrators of CC CMFT can be multiplied in order that all unbiased administrators of CCIT II, CCIT III and CCPT V that are not currently impartial administrators of CMFT may be introduced to the Board. it’s expected that at the next CMFT annual stockholder assembly, 5 to 7 administrators should be counseled for election. The distribution reinvestment plans of CMFT, CCIT II, CCIT III and CCPT V might be suspended pending the closing of the proposed transactions. All CC CMFT stockholders might also go with to participate in CMFT’s distribution reinvestment plan when resumed. The Board of administrators of each of CMFT, CCIT II, CCIT III and CCPT V will proceed to make a choice on a monthly basis related to the declaration of a month-to-month distribution except the closing of the transactions. it is anticipated that CC CMFT will continue to deliver a sustainable distribution to stockholders following closing, subject to the approval of its Board of directors, market components and enterprise efficiency. The merger agreements supply each of CCIT II, CCIT III and CCPT V with a go-shop length of 38 days. all over such length, the special committee of the Board of directors of every of CCIT II, CCIT III and CCPT V intends to actively solicit choice acquisition proposals from third parties. each and every of CCIT II, CCIT III and CCPT V has the correct to terminate its respective merger settlement with CMFT with a view to settle for a superior notion, area to the terms and conditions of their respective merger agreement. There will also be no assurance that this “go-store” method will influence in superior proposals, and the corporations do not intend to disclose trends with appreciate to the solicitation technique unless and until the special committees of their Boards of directors make a decision with respect to any expertise superior concept or as in any other case required by way of law. CMFT, CCIT II, CCIT III and CCPT V have made a presentation available detailing the highlights of the proposed transactions at Advisors Barclays is appearing as monetary advisor to the special Committee of the Board of administrators of CMFT, and Sullivan & Cromwell LLP and Venable LLP are acting as legal advisors to the special Committee of the Board of administrators of CMFT. Morris, Manning & Martin, LLP is performing as REIT and securities suggestions in connection with the transactions. The special Committees of the Boards of directors of CCIT II, CCIT III and CCPT V have engaged Truist Securities, Robert A. Stanger & Co., Inc., and HFF Securities, L.P., a JLL company, respectively, as their financial advisors, and Latham & Watkins LLP, Miles & Stockbridge P.C. and Goodwin Procter LLP, respectively, as their criminal advisors. About CIM real property Finance trust, Inc., Cole workplace & Industrial REIT (CCIT II), Inc., Cole workplace & Industrial REIT (CCIT III), Inc. and Cole credit Property have faith V, Inc. CMFT, CCIT II, CCIT III and CCPT V are public, non-traded corporations which have elected to be taxed and currently qualify as REITs. CMFT holds investments in internet hire and multi-tenant retail property in addition to true estate loans and different credit investments. CCPT V holds investments in retail internet lease and multi-tenant retail belongings. every of CCIT II and CCIT III holds investments in workplace and industrial internet hire assets. All of such REITs are managed through affiliates of CIM, a los angeles, California-based mostly actual estate and infrastructure proprietor, operator, lender and developer that become centered in 1994 and has approximately $28 billion in assets owned and operated. Cautionary remark involving forward-searching tips This communique includes definite forward-searching statements in the that means of part 27A the Securities Act of 1933, as amended (“Securities Act”), and part 21E of the Securities exchange Act of 1934, as amended. Statements can often be identified as forward-looking because they consist of words comparable to "believes," "anticipates," "expects," "would," "might," or words of similar that means. Statements that describe future plans and goals are additionally forward-searching statements. These statements are based on the latest expectations of administration for CMFT, CCIT II, CCIT III and CCPT V and on currently accessible business, financial and economic records. precise results may additionally fluctuate materially from those expressed or implied by using the ahead-looking statements, that are field to a number of dangers and uncertainties, a lot of which are out of the handle of such businesses, together with, however now not confined to, those linked to the risk that one or greater of the proposed mergers aren’t consummated inside the expected time period or at all; the prevalence of any adventure, trade or other circumstance that could supply upward thrust to the termination of one or greater of the merger agreements; the failure to satisfy the conditions to the consummation of each proposed merger, together with the approval of the stockholders of CCIT II, CCIT III or CCPT V, as relevant; the ability of CC CMFT to obtain the anticipated can charge synergies or to interact in any liquidity adventure or public offering; the disruption of administration’s consideration from ongoing enterprise operations due to the proposed mergers; the supply of proper investment or disposition opportunities; the have an effect on of the COVID-19 pandemic on the operations and monetary situation of each of CMFT, CCIT II, CCIT III and CCPT V and the real estate industries during which they operate, including with appreciate to occupancy prices, hire deferrals and the fiscal situation of their respective tenants; regular monetary and economic conditions, which could be affected by govt responses to the COVID-19 pandemic; legislative and regulatory adjustments; and different factors, including these set forth within the section entitled “risk factors” in CMFT’s, CCIT II’s, CCIT III’s and CCPT V’s most fresh Annual stories on kind 10-ok, as amended, and Quarterly experiences on form 10-Q filed with the Securities and change commission (“SEC”), and different stories filed by way of CMFT, CCIT II, CCIT III and CCPT V with the SEC, copies of which are available on the SEC’s website, forward-searching statements are not guarantees of efficiency or results and communicate handiest as of the date such statements are made. except as required by law, none of CMFT, CCIT II, CCIT III or CCPT V undertakes any duty to replace or revise any forward-searching commentary in this communique, even if to reflect new counsel, future routine, changes in assumptions or situations or in any other case. additional information and the place to find It In reference to each proposed merger, CMFT intends to file a registration commentary on form S-4 with the SEC to be able to encompass a proxy observation of CCIT II, CCIT III or CCPT V, as applicable, and may also constitute a prospectus of CMFT. This communication isn’t an alternative choice to the registration statement, the proxy remark/prospectus or some other documents that might be made purchasable to the stockholders of each of CCIT II, CCIT III and CCPT V. In reference to the proposed mergers, each of CCIT II, CCIT III and CCPT V intends to file central materials with the SEC, including a proxy observation on schedule 14A regarding a distinct assembly of its stockholders. STOCKHOLDERS OF every OF CCIT II, CCIT III AND CCPT V ARE urged TO read ALL principal documents FILED WITH THE SEC, together with THE relevant PROXY statement, as a result of they’re going to include essential information ABOUT every PROPOSED TRANSACTION. Stockholders of each of CCIT II, CCIT III and CCPT V may be able to gain such files free of cost at the SEC’s website,, or through CIM’s web site at, as they turn into attainable. Such files don’t seem to be currently attainable. members in Solicitation each and every of CMFT, CCIT II, CCIT III and CCPT V and their respective directors and government officers, as well as definite affiliates of CIM group, LLC serving as their external advisors, may be deemed to be contributors in the solicitation of proxies from their respective stockholders (or, in the case of CMFT, from the stockholders of every of CCIT II, CCIT III and CCPT V) in recognize of the proposed transaction between such business and CMFT. assistance related to the administrators, government officers and exterior advisors of every of CMFT, CCIT II, CCIT III and CCPT V is contained in the Annual file on kind 10-okay for the year ended December 31, 2019 filed with the SEC through each and every entity on March 30, 2020, as amended on April 27, 2020. traders might also acquire more information regarding the interest of such individuals with the aid of analyzing the proxy statement of the imperative enterprise involving its proposed merger transaction with CMFT when it turns into accessible. No present or Solicitation This communique does not constitute a proposal to promote or the solicitation of an offer to purchase or promote any securities or a solicitation of a proxy or of any vote or approval. No providing of securities will probably be made apart from through capacity of a prospectus meeting the necessities of section 10 of the Securities Act. This verbal exchange could be deemed to be solicitation cloth in admire of the proposed mergers of CCIT II, CCIT III and CCPT V with CMFT. LF Capital Acquisition Corp. broadcasts Definitive agreement to Merge with Landsea buildings – company combination to Introduce some of the Nation’s quickest-turning out to be Homebuilders as a Publicly Listed business in a Transaction Valued at $510 Million – Landsea buildings’ mother or father company Landsea green to Roll a hundred% of Their existing equity Holdings into the mixed business Yumanity to Merge With Proteostasis to strengthen Neuro Drug Pipeline Xconomy Boston —  Yumanity is combining operations with Proteostasis Therapeutics, a deal that offers the biotech a public list for its neurodegenerative sickness compounds together with a Parkinson’s ailment drug candidate in early-stage clinical construction. according to phrases of the merger contract introduced Monday, Proteostasis (NASDAQ: PTI) will acquire all miraculous shares of Yumanity in alternate for brand spanking new shares of PTI ordinary inventory. When the deal closes, Yumanity shareholders will personal about 67.5 p.c of the mixed company while Proteostasis shareholders will own the closing 32.5 %. The mixed business should be primarily based at Yumanity’s Boston headquarters and will be led with the aid of Richard Peters, president and CEO of Yumanity. The business expects to exchange on the Nasdaq under the inventory symbol “YMTX.” The merger settlement capacity that Proteostasis have to locate a new home for its cystic fibrosis (CF) drug candidates. talking on a convention call, president and CEO Meenu Chhabra said her Boston-primarily based company has laid off all of its employees, apart from 5 who are either working to close the merger or to barter deals for the CF medicine. according to the enterprise’s annual file, Proteostasis’s headcount as of March 5 turned into 44 full-time personnel. Shares of Proteostasis opened Monday at $1.58 apiece, up 14 p.c from Friday’s closing cost. When Proteostasis went public in 2016, it priced its shares at $eight each and every. both Yumanity and Proteostasis are constructing medication that address the misfolded proteins on the root of disorder. Yumanity co-founder Susan Lindquist, who died in 2016, and Proteostasis co-founder Jeff Kelley labored together at FoldRx, a Cambridge, MA-based business that changed into constructing medication for illnesses characterized through protein misfolding. Pfizer (NYSE: PFE) obtained FoldRx in 2010. below the pharmaceutical colossal, lead FoldRx compound tafamidis changed into accepted final yr as a remedy for a infrequent form of cardiomyopathy. Yumanity’s technology, which is based on research from MIT’s Whitehead Institute, uses yeast cells to mannequin protein misfolding for neurodegenerative illnesses. these models are screened against chemical libraries to locate ones that show the competencies to protect cells from the toxic results of misfolded proteins. Peters, who joined Chhabra on the conference call, said his business’s technology platform has yielded more than 15 aims for neurodegenerative ailments. the most advanced Yumanity software, YTX-7739, addresses alpha-synuclein, a protein associated with the destruction of nerve cells. It’s already the target of Parkinson’s sickness drug candidates in construction by means of different companies. however in place of trying to block the protein, Yumanity as a substitute aims for SCD, an enzyme that Peters says can more without problems be hit through a drug while also cutting back the poisonous consequences of alpha-synuclein. A section 1b check of the Yumanity drug is anticipated to document effects within the second quarter of 2021. A 2d program, YTX-9184 is anticipated to start part 1 testing in the third quarter of subsequent 12 months as a treatment for dementia with Lewy our bodies. Yumanity also has a research alliance with Merck (NYSE: MRK), a a deal struck in June to find and improve medicine for amyotrophic lateral sclerosis and frontotemporal lobar dementia. Peters spoke of that Yumanity’s purpose is to strengthen one new software into clinical trying out per yr. in advance of the merger announcement, Yumanity had raised greater than $100 million to finance its analysis. After the merger with Proteostasis closes, Peters estimates the combined company will have satisfactory cash to final except 2022. Proteostasis has been establishing medicine to deal with cystic fibrosis in sufferers with selected genetic mutations. The company vied to compete towards CF medicine offered by means of Vertex prescribed drugs (NASDAQ: VRTX), which has commercialized several medication and drug combinations that tackle a range of genetic mutations that trigger the sickness. but monetary analysts have stated that the enterprise’s early-stage assessments fell short of matching the clinical benefit of the Vertex drugs. A analyze financed by the eu commission is at the moment underway checking out tissue samples from CF sufferers who have genetic mutations that aren’t addressed via presently available CF medicine. the use of an organoid—a lab version of the gut fashioned from a patient tissue pattern—the personalized medication method is intended to display that an ex vivo (outside of the body) verify can predict a patient’s response to Proteostasis’s CF medicine. affected person’s whose organoids inidicate doubtless response to the drugs may be treated with them to look if the prediction changed into relevant. Chhabra said enrollment is finished at 502 patients. consequences from the ex vivo portion of the study are anticipated in fourth quarter of this year. Chhabra referred to that her business’s CF compounds have the most suitable opportunity of achieving patients in the event that they are developed with the aid of a larger pharmaceutical company with the means to boost and commercialize medicine globally. Proceeds from any deal involving the CF property can be shared on a sliding scale with Proteostasis shareholders by the use of contingent price rights. If a deal is accomplished earlier than the merger closes, Proteostasis shareholders rise up to 100% of the web proceeds. That percent declines in subsequent months. If a deal for the CF property doesn’t take place inside 9 months of the merger’s close, the entire proceeds from any deal will go to the mixed business. The agencies predict to finished the merger in the fourth quarter of this yr. Their boards of administrators have accepted the deal, however Proteostasis shareholders nonetheless deserve to log out. When the transaction is comprehensive, the Yumanity board can be improved from seven to nine to with the addition of two present Proteostasis directors. photo: iStock/Napat_Polchoke Frank Vinluan is an Xconomy editor primarily based in analysis Triangle Park. that you would be able to reach him at Trending on Xconomy.

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