PALO ALTO, Calif., Jan. 30 /PRNewswire-FirstCall/ -- Oriole Partnership
LLC, a joint venture investment vehicle formed among Essex Property Trust,
Inc. (NYSE: ESS), UBS Wealth Management - North American Property Fund
Limited, and AEW Oriole Co-Investment, LLC, has proposed to acquire all the
outstanding common shares of The Town and Country Trust (NYSE: TCT) for $36.00
per TCT share in an all cash transaction that is not subject to any financing
contingency.
Under the proposal, Oriole Partnership will acquire all of TCT's common
shares for $36.00 in cash, plus a pro-rata payment in respect of TCT's
regularly issued $0.43 quarterly dividend. Holders of the outstanding limited
partnership units in TCT's operating partnership will also be entitled to
receive $36.00 per unit in cash and the pro-rata dividend amount. Oriole
Partnership and its members are in the process of conducting due diligence and
no assurances can be given that the non-binding proposal of Oriole Partnership
will result in a definitive agreement with TCT. Assuming that Oriole
Partnership and TCT enter into a definitive agreement, it is anticipated that
the proposed transaction will close in the first quarter of 2006. Completion
of any transaction will be subject to the approval of two-thirds of TCT's
common shareholders and customary closing conditions.
None of Oriole Partnership or its members are permitted at this time to
disclose any further information regarding its proposal to acquire TCT or any
related subjects.
Banc of America Securities LLC and UBS Investment Bank, LLC are acting as
financial advisors to Oriole Partnership and Willkie Farr & Gallagher LLP is
acting as legal counsel.
Essex Property Trust, Inc. located in Palo Alto, California, is a fully
integrated real estate investment trust (REIT) that acquires, develops,
redevelops, and manages apartment communities. Essex currently has ownership
interests in 127 multifamily properties (26,800 units), and has 505 units in
various stages of development. Additional information about Essex can be found
on Essex's web site at www.essexpropertytrust.com. If you would like to
receive future press releases via e-mail-please send a request to
investors@essexpropertytrust.com.
UBS Wealth Management - North American Property Fund Limited (NAPF), a
subsidiary of The UBS Wealth Management Global Property Fund Limited (GPF), is
an investment fund focused on real estate investments in North America.
AEW Oriole Co-Investment, LLC was formed by AEW Capital Management, L.P.
("AEW") to facilitate its investment in Oriole Partnership. AEW is acting as
investment advisor to UBS Wealth Management - North American Property Fund
Limited in connection with the proposed transaction. AEW is a full-service
real estate investment advisor whose origins date back to 1981. AEW offers a
broad range of strategies for investors with a variety of return objectives
and its services encompass all aspects of acquiring, managing and disposing of
real estate assets. AEW's clients include public and private pension plans,
endowments, foundations and high net worth individuals. AEW and its
affiliates currently manage over $20 billion of client capital invested in
real estate properties and securities in the U.S. and Europe. Essex and AEW
have a long standing relationship -- having partnered on real estate
transactions in the past.
This press release contains "forward-looking statements," including, among
other statements, statements regarding the proposed business combination
between Oriole Partnership and The Town and Country Trust, and the anticipated
consequences and benefits of such transaction. Statements made in the future
tense, and words such as "anticipate", "expect", "project", "believe", "plan",
"estimate", "intend", "will", "may" and similar expressions are intended to
identify forward looking statements. These statements are based on current
expectations, but are subject to certain risks and uncertainties, many of
which are difficult to predict and are beyond the control of Oriole
Partnership. Relevant risks and uncertainties include: general industry
conditions and competition; economic conditions, such as interest rate and
currency exchange rate fluctuations; and market demand for rental units.
Risks and uncertainties relating to the proposed transaction include: Oriole
Partnership and The Town and Country Trust may not enter into any definitive
agreement with respect to the proposed transaction; required regulatory
approvals may not be obtained in a timely manner, if at all; the proposed
transaction may not be consummated; and the anticipated benefits of the
proposed transaction may not be realized. These risks and uncertainties could
cause actual results to differ materially from those expressed in or implied
by the forward-looking statements, and therefore should be carefully
considered. Oriole Partnership assumes no obligation to update any forward-
looking statements as a result of new information or future events or
developments.
This material is not a substitute for the proxy statement and any other
documents The Town and Country Trust would file with the SEC if a definitive
agreement with the Oriole Partnership is executed. Investors and
securityholders are urged to read such prospectus/proxy statement and any
other such documents, when available, which would contain important
information about the proposed transaction. The prospectus/proxy statement
would be, and other documents filed or to be filed by The Town and Country
Trust with the SEC are or will be, available free of charge at the SEC's
website (www.sec.gov).
Contact: Mary C. Jensen, Director of Investor Relations of Essex Property
Trust, Inc., +1-650-849-1656.
SOURCE Essex Property Trust, Inc.
-0- 01/30/2006
/CONTACT: Mary C. Jensen, Director of Investor Relations of Essex
Property Trust, Inc., +1-650-849-1656/
/Web site: http://www.essexpropertytrust.com/
(ESS)
CO: Essex Property Trust, Inc.; Oriole Partnership LLC; UBS Wealth Management
- North American Property Fund Limited; AEW Oriole Co-Investment, LLC
ST: California
IN: FIN RLT
SU: TNM
JL-EB
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