INDUS Stockholders to Receive $67.00 Per Share in Cash
Transaction Represents 17% Premium to INDUS’ Unaffected Stock Price on November 25, 2022
NEW YORK – FEBRUARY 22, 2023 – INDUS Realty Trust, Inc. (Nasdaq: INDT) (“INDUS” or the “Company”), a U.S. based industrial/logistics REIT, today announced it has entered into a definitive merger agreement under which affiliates of Centerbridge Partners, L.P. (“Centerbridge”), a leading global private investment firm with deep experience in real estate, and GIC Real Estate, Inc. (“GIC”), a global institutional investor, will acquire all of the outstanding shares of the Company in an all-cash transaction valued at approximately $868 million. The transaction was unanimously approved by the participating members of INDUS’ Board of Directors.
Under the terms of the merger agreement, upon the closing of the transaction, INDUS stockholders will receive $67.00 per share in cash, subject to certain adjustments as set forth therein. The transaction represents a premium of 17% to the Company’s unaffected stock price on November 25, 2022, the date of Centerbridge’s initial public announcement that it intended to make a takeover offer with GIC to acquire INDUS, and a 26% premium to INDUS’ unaffected 30-day volume-weighted average stock price ending November 25, 2022.
“After conducting an extensive process to explore the Company’s strategic alternatives, we are pleased to have reached an agreement with Centerbridge and GIC. The transaction delivers immediate and significant value to our stockholders, and we believe it validates the quality of the platform and portfolio we have built over INDUS’ long history,” said Michael Gamzon, INDUS’ President and Chief Executive Officer. “I would like to extend my thanks to the entire Board and management team for their hard work during this process, and for their unwavering commitment to act in the best interests of our stockholders.”
Under the terms of the merger agreement, INDUS will be allowed to declare and pay its regular first quarter and second quarter 2023 cash dividends in the ordinary course, subject to certain limitations as set forth therein. Thereafter, INDUS has agreed to suspend payment of any further regular quarterly dividends until the earlier of the closing or the termination of the merger agreement. The merger consideration will be increased by an amount per share, if any, equal to the sum of (1) the amount per share of the most recently declared regular quarterly cash dividend during the first two quarters of 2023 for which the record date has not passed prior to the close of the transaction, plus (2) the cash amount per share equal to (x) the amount per share of such most recently declared regular quarterly cash dividend prior to the day prior to the closing date, multiplied by (y) the number of days between the end of the quarterly period for which such most recently declared regular quarterly cash dividend was declared and the day prior to the closing date, divided by (z) 90, rounded to the nearest whole cent, without duplication for any period.
Additional Transaction Details
This agreement was reached after a comprehensive review of all strategic options to maximize INDUS’ stockholder value. The review was conducted with the support of the Company’s independent advisors.
The transaction is expected to close in the summer of 2023 and is subject to customary closing conditions including approval by a majority of the shares of INDUS common stock outstanding and certain regulatory approvals as set forth in the merger agreement. Michael Gamzon, President, Chief Executive Officer and Director of INDUS, and Frederick M. Danziger, Director of INDUS, and their spouses have signed separate voting agreements under which they agreed to vote certain shares of INDUS common stock controlled by each of them in support of the proposed transaction, representing, in the aggregate, approximately 6.7% percent of the current outstanding voting power of INDUS common stock. In addition, certain affiliates of Conversant Capital LLC have signed a separate voting agreement under which they agree to vote the shares of INDUS common stock beneficially owned by them in support of the proposed transaction representing, in the aggregate, approximately 10.3% of the current outstanding voting power of INDUS common stock. The closing of the transaction is not contingent on the receipt of financing by Centerbridge and GIC.
INDUS will issue its financial results for the quarter and full year ending December 31, 2022, in early March, but due to the pending acquisition the Company will not hold a conference call or webcast to discuss these results.
Subject to and upon completion of the transaction, INDUS’ common stock will no longer be listed on Nasdaq and INDUS will become a privately held company.
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to INDUS and Latham & Watkins LLP is serving as legal counsel.
BofA Securities Inc. and J.P. Morgan Securities LLC are serving as financial advisors to Centerbridge and GIC. Simpson Thacher & Bartlett LLP is serving as legal counsel to Centerbridge and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to GIC.