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The JBG Cos' proposed $8.4B merger with New York REIT is coming under fire from a pair of activist investors with a stake in the publicly traded REIT.
The investors—Winthrop Realty Trust's Michael Ashner and The Witkoff Group's Steven Witkoff—issued a joint statement berating the merits of the deal.
"We believe that the announced all-stock combination with JBG is one of the worst strategic transactions proposed to stockholders by a REIT board in recent memory, and will be extremely detrimental to NYRT stockholders’ interests,” the joint statement reads. The Real Deal was first to report the statement.
Following the announcement of the merger in May, New York REIT's shares dropped 8%, its largest decline since it went public in 2014.
The two investors called the merger a "lopsided transaction" and said the benefits "accrue totally to JBG at the expense of NYRT's current stockholders."
The proposed deal left several of JBG's properties out of the merger, including Rosslyn's Central Place. The CEO of the merged JBG Realty Trust would be Matt Kelly, whom we snapped speaking at one of our events in 2012. Matt will also speak at Bisnow's State of the Market: Part 2 on June 29.
The investors said they would take all options available to them, including proposing a new slate of directors to replace the current board. They would want the new board to focus on ways to maximize New York REIT stockholders' value, which they don't believe is achieved by merging with DC-based JBG. Alternative options they would pursue include a sale for cash or a liquidation of New York REIT's assets, the statement said.
In the initial announcement of the deal, JBG and NYRT executives said they expect it to close by the end of 2016. One can only wonder if they expected this much pushback.
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