HOUSTON--(BUSINESS WIRE)--Oct. 4, 2004--Camden Property Trust
(NYSE:CPT) and Summit Properties Inc. (NYSE:SMT) announced today that
they have executed a definitive merger agreement pursuant to which
Summit will be merged with and into a wholly owned subsidiary of
Camden. The total transaction value, including the assumption of
Summit debt, is approximately $1.9 billion, or $31.37 per Summit
share, based on the closing price of Camden's shares on Oct. 1, 2004.
"This strategic merger takes both Camden and Summit to the next
level in size and potential," said Richard J. Campo, chairman and CEO
of Camden. "This merger creates the fifth largest multifamily public
company in the U.S. with a $5.7 billion total market capitalization
and a $2.9 billion equity market cap."
"This is good news for our stockholders and our Associates," said
Steve LeBlanc, CEO of Summit. "Our stockholders will receive a premium
over the current share price as well as a 26% increase in annual
dividends for those electing Camden shares in the merger. Our
Associates will have the benefit of working with a dynamic, growing
organization that, like Summit, has a long tradition of excellence."
D. Keith Oden, president and COO of Camden, sees this move as the
perfect geographic and product alignment. "It is hard to imagine a
company that is a better fit than Summit. Their five core markets -
Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte -
are projected to be in the top 26 employment growth markets for the
next five years, and the only shared market with Camden is Charlotte,
N.C. We believe that this will be the best platform in the industry
from which to produce future FFO growth."
Under the terms of the merger agreement, Summit stockholders may
elect, on a share-by-share basis, to receive either $31.20 in cash or
0.6687 of a Camden common share at the closing. These elections are
subject to reallocation so that the aggregate amount of cash issued in
the merger to Summit's stockholders will equal approximately $434.4
million. The merger agreement may be terminated by Summit if the value
of the share consideration payable to Summit stockholders decreases to
below $39.31 per Camden share, during a period leading up to the
merger, unless Camden elects to increase the exchange ratio to
maintain this value. The limited partners in Summit's operating
partnership will be offered, on a unit-by-unit basis, the opportunity
to redeem their partnership units for $31.20 in cash per unit or to
remain in the partnership following the merger at a unit valuation
equal to 0.6687 of a Camden common share.
The Boards of both companies have approved the transaction, which
remains subject to approval by the holders of Camden and Summit common
shares and by the holders of limited partnership interests in Summit's
operating partnership. Camden will pay approximately $434.4 million
and issue approximately 14.0 million new Camden common shares and
operating partnership units in the transaction (assuming that all of
the holders of operating partnership units elect to remain in the
partnership following the merger). The merger is currently expected to
close in the first quarter of 2005.
The merger agreement also calls for two of Summit's current
directors, Messrs. William B. McGuire Jr. and William F. Paulsen, to
join the Camden board following the merger.
Camden currently expects to form a joint venture and transfer to
the venture multifamily properties with an estimated value of $450
million to $500 million. Camden anticipates that it will retain a
minority interest in the venture and continue to provide property
management services for the properties transferred to the venture.
Alternatively, Camden may sell these properties to third party
purchasers. Camden will use a portion of the proceeds from these
transactions to fund the cash portion of the merger consideration.
Deutsche Bank and Locke Liddell & Sapp LLP advised Camden in the
transaction. J.P. Morgan Securities Inc. and Goodwin Procter LLP
advised Summit in the transaction. Additionally, Banc of America
Securities LLC advised Camden with respect to financing on this
transaction, with Bank of America, N.A. providing a $500 million
bridge loan financing commitment.
Camden will host a conference call on Tuesday, Oct. 5, 2004, at
8:30 a.m. Central time to discuss the merger and related matters. To
participate in the call, please dial 800-901-5213 (domestic) or
617-786-2962 (international) by 8:20 a.m. Central time and request the
Camden Property Trust Merger Call, Conference Passcode #23555106, or
join the live webcast of the conference call by accessing the Investor
Relations section of Camden's Web site at www.camdenliving.com. A copy
of the corresponding presentation materials will be located in the
Investor Relations section of the Web site on the Investor
Presentations page.
As a reminder, Camden is hosting a live webcast of its Annual
Investor/Analyst Meeting today from 2:30 p.m. to 5:30 p.m. Central
time in a listen-only mode at www.camdenliving.com in the Investor
Relations section, and an audio archive will be available on Camden's
Web site in the near future. We anticipate that we will begin
discussing the proposed merger at approximately 4:15 p.m. Central
time. A copy of all presentation materials will be located in the
Investor Relations section of the Web site on the Investor
Presentations page. For those without Internet access, the
presentation will be available by mail or fax, upon request. To
receive a copy, please call Camden's Investor Relations at
800-922-6336 ext. 2787, or 713-354-2787.
Camden Property Trust is a real estate company engaged in the
ownership, development, acquisition, management and disposition of
multifamily apartment communities. For additional information
regarding Camden, please contact Camden's Investor Relations
Department at 800-922-6336 ext. 2787 or 713-354-2787, or visit
Camden's Web site at http://www.camdenliving.com.
Summit Properties Inc. is a real estate investment trust that
focuses on the operation, development, and acquisition of luxury
apartment communities. For additional information regarding Summit,
please contact Summit at 704-334-3000, email Summit at
email@summitproperties.com, or visit Summit's Web site at
http://www.summitproperties.com.
In addition to historical information, this press release contains
forward-looking statements under the federal securities law. These
statements are based on current expectations, estimates and
projections about the industry and markets in which the companies
operate, managements' beliefs, and assumptions made by management.
Forward-looking statements are not guarantees of future performance
and involve certain risks and uncertainties which are difficult to
predict.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger of Summit with and into a
wholly owned subsidiary of Camden, Camden and Summit intend to file
relevant materials with the Securities and Exchange Commission,
including a registration statement on Form S-4 that will contain a
prospectus and a joint proxy statement. INVESTORS AND SECURITY HOLDERS
OF CAMDEN AND SUMMIT ARE URGED TO READ THE MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
CAMDEN, SUMMIT AND THE MERGER. The proxy statement, prospectus and
other relevant materials (when they become available), and any other
documents filed by Camden or Summit with the SEC, may be obtained free
of charge at the SEC's Web site at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed
with the SEC by Camden by directing a written request to Camden
Property Trust, 3 Greenway Plaza, Suite 1300, Houston, TX 77046,
Attention: Investor Relations, and free copies of the documents filed
by with the SEC by Summit by directing a written request to Summit
Properties Inc. 309 East Morehead Street, Suite 200, Charlotte, NC
28202, Attention: Investor Relations. Investors and security holders
are urged to read the proxy statement, prospectus and the other
relevant materials when they become available before making any voting
or investment decision with respect to the merger.
Camden, Summit and their respective executive officers, trust
managers and directors may be deemed to be participants in the
solicitation of proxies from the security holders of Camden and Summit
in connection with the merger. Information about those executive
officers and trust managers of Camden and their ownership of Camden
common shares is set forth in the proxy statement for Camden's 2004
Annual Meeting of Shareholders, which was filed with the SEC on March
30, 2004. Information about the executive officers and directors of
Summit and their ownership of Summit common stock is set forth in the
proxy statement for Summit's 2004 Annual Meeting of Stockholders,
which was filed with the SEC on March 24, 2004. Investors and security
holders may obtain additional information regarding the direct and
indirect interests of Camden, Summit and their respective executive
officers, trust managers and directors in the merger by reading the
proxy statement and prospectus regarding the merger when they become
available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
CONTACT: Camden Property Trust, HoustonKim Callahan, 800-922-6336 ext. 2787 or 713-354-2787
http://www.camdenliving.com
or
Summit Properties, 704-334-3000
email@summitproperties.comhttp://www.summitproperties.com
SOURCE: Camden Property Trust