MCB Raises Its Bid To 21% Premium In New Whitestone REIT Buyout Proposal
A year after its previous proposal was rejected, MCB Real Estate has upped the ante in its bid to purchase Houston-based shopping center owner Whitestone REIT.
The real estate investment firm proposed an all-cash deal that values Whitestone at $15.20 per share, a 21% premium to Monday's closing price of $12.56. MCB owns a 9% stake in the REIT, according to a press release.
MCB said Whitestone’s board hasn’t created value since the Baltimore-based real estate investment firm withdrew its $15-per-share proposal in November 2024.
“Despite the management team's failure and continued destruction of value, MCB remains committed to its proposal to acquire the Company,” MCB Managing Partner David Bramble wrote in an open letter to Whitestone shareholders.
A Whitestone spokesperson didn’t immediately provide Bisnow with a comment.
MCB's proposal is backed by committed equity and debt financing from Wells Fargo.
Whitestone's stock jumped 11% in premarket trading Tuesday morning, Seeking Alpha reported. The REIT’s stock price was up nearly 6% to $13.30 at about 2:45 p.m. ET.
MCB first offered Whitestone $14 per share in June of last year. After that was rejected, it increased the acquisition offer in October 2024.
Whitestone’s board said in a letter last year to Bramble that it didn't believe the October offer was an “appropriate valuation.”
As part of his Tuesday note to Whitestone shareholders, Bramble said the REIT's board has “failed to deliver” on its plan to unlock value in the company. Whitestone’s board delivered negative total shareholder returns of around 6.6% since MCB’s second proposal was rejected last year.
MCB requested that Whitestone engage with the real estate investment firm on the proposal or begin a public strategic alternatives process, including soliciting other acquisition proposals.
If Whitestone doesn’t meet that request, MCB said it would, at a minimum, vote against the full Whitestone board at the annual meeting of shareholders next year.
When MCB withdrew its $15-per-share offer last year, the company said its attempts to engage with Whitestone had “been rebuffed at every turn.”
“The Company's recent public comments make it painfully clear that the Board is not open-minded or even willing to give real consideration to opportunities to advance shareholders' best interests,” MCB said in a letter.
Whitestone also turned down Fortress Investment Group’s acquisition attempt in October 2023, Bloomberg reported, citing anonymous sources. Whitestone declined to address the reported offer at the time, saying it would “not comment on market rumors or speculation.”
Shortly thereafter, Whitestone entered a proxy contest with activist investor Erez Asset Management, which claimed it was concerned about the Whitestone board’s “independence and lack of transparency.”
