EXHIBIT 99.1
[LETTERHEAD OF G&L REALTY]
REALTY CORP.
NEWS
RELEASE: CONTACT:
Immediate Xxxxx Xxxxx 310-273-9930
E-mail: xxxxxx@xxxxxxxx.xxx
G&L REALTY CORP. ANNOUNCES AGREEMENT IN PRINCIPLE FOR
-----------------------------------------------------
ACQUISITION OF ITS PUBLICLY-HELD COMMON STOCK
---------------------------------------------
BEVERLY HILLS, California; April 13, 2001. G&L Realty Corp. (NYSE: GLR) today
announced that it has entered into an agreement in principle with Xxxxxx X.
Xxxxxxxx and Xxxxxx X. Xxxxxxxx, the Chief Executive Officer and the President,
respectively, of the Company, under which they would acquire all the outstanding
shares of Common Stock of the Company not held by them for a cash price of
$11.25 per share, subject to adjustment downward (but not below $11.00 per
share) if certain transaction expenses exceed an agreed upon amount. The
agreement in principle contemplates that the acquisition of the shares would be
effected through the merger of an entity newly formed by Xx. Xxxxxxxx and Xx.
Xxxxxxxx into the Company. It is currently contemplated that the merger would be
completed in the third quarter of 2001.
The Company's Series A and Series B Preferred Stock would remain outstanding
following consummation of the merger. In addition, Xx. Xxxxxxxx and Xx. Xxxxxxxx
have stated that they intend to make a cash tender offer for up to approximately
20% of the total number of outstanding shares of Preferred Stock at a price of
$17.50 per share of Series A and $17.00 per share of Series B. The tender offer
would occur during the period in which the Company solicits proxies for the
stockholders meeting to consider the proposed merger and would close
concurrently with, and be subject to, the closing of the merger.
The agreement in principle was negotiated on the Company's behalf by a Special
Committee of the Board of Directors and has been approved by the Board of
Directors. The merger is conditioned on execution of a definitive merger
agreement; the approval of the definitive agreement by a vote of holders of a
majority of the outstanding shares of Common Stock and of a majority of the
shares of Common Stock voting on the merger which are not owned by Xx. Xxxxxxxx
or Xx. Xxxxxxxx; the receipt of a fairness opinion from Xxxxxxxx Xxxxx Xxxxxx &
Xxxxx, financial advisor to the Special Committee of the Board of Directors; the
receipt by Xx. Xxxxxxxx and Xx. Xxxxxxxx of necessary financing; the receipt of
applicable regulatory and governmental approvals; and other conditions which are
customary for transactions of this type. The agreement in principle also
contains other provisions which are common in agreements of this type, including
reimbursement of certain expenses incurred by Xx. Xxxxxxxx and Xx. Xxxxxxxx,
standstill provisions and provisions permitting the Company to terminate the
agreement upon receipt of a superior offer and under certain other circumstances
upon payment of a termination fee.
Founded in 1976, G&L Realty Corp. is a growth-oriented health care real estate
investment trust with four major areas of operation: the Medical Office Building
Division, the Skilled Nursing Facility Division, the Assisted Living Facility
Division and the Senior Care Lending Division.
This press release contains forward-looking statements. These statements can be
identified by the use of forward-looking terminology such as "contemplate" and
"intend." These statements represent the Company's judgment concerning the
future and are subject to risks and uncertainties that could cause the
transactions described not to occur in the manner or in the time frame indicated
in this press release. Factors influencing the transactions described in this
press release, in addition to the conditions referred to above, include, but are
not limited to, changes in the general economy, the supply of, and demand for,
healthcare related real estate in markets in which the Company has investments,
the availability of financing and governmental policies and regulations as well
as delays in obtaining approvals from stockholders, governmental authorities and
other third parties.
###