BETHESDA, MD. AND COLUMBUS, OHIO — Washington Prime Group Inc. (NYSE: WPG) and Glimcher Realty Trust (“Glimcher”) (NYSE: GRT) have entered into a definitive agreement under which WPG will acquire Glimcher in a stock and cash transaction valued at $4.3 billion, including the assumption of debt. The deal is valued at $14.20 per Glimcher common share.
The new company, which will be renamed WP Glimcher, will be comprised of approximately 68 million square feet of gross leasable area and will have a combined portfolio of 119 properties.
WPG spun off from Simon Property Group Inc. in May of this year. “We went public just three months ago, expecting to utilize our strong platform, relationship with Simon, cash flow and investment grade balance sheet to grow,” says Mark Ordan, CEO of WPG. “This transaction with Glimcher checks every box, very early in our company’s trajectory.”
Michael Glimcher, chairman of the board and CEO of Glimcher, “We believe there is immediate benefit to our shareholders and our associates when we consider the growth profile of the joint company. Together, we gain a competitive advantage with a premier balance sheet, a larger pool of assets and a proven platform to deliver results.”
Under the terms of the transaction, which has been unanimously approved by WPG’s board of directors and Glimcher’s board of trustees, Glimcher shareholders will receive for each Glimcher share at closing $10.40 in cash and 0.2 of a share in WPG stock.
Additionally, as part of the transaction, Simon Property Group Inc. has entered into a definitive agreement under which Simon will acquire two properties currently owned by Glimcher, Jersey Gardens in Elizabeth, N.J., and University Park Village in Fort Worth, Texas, for an aggregate cash purchase price of $1.09 billion.
Completion of the sale of the two properties to Simon will occur concurrently with the closing of the acquisition of Glimcher by WPG.
The transaction is expected to close in the first quarter of 2015. Completion of the transactions is subject to customary closing conditions, including the approval of the merger by Glimcher shareholders.
Upon completion of the merger, the combined company will maintain Glimcher’s headquarters in Columbus. Ordan will serve as executive chairman of the board of directors and Michael Glimcher, CEO of Glimcher, will serve as the combined company’s vice chairman and CEO.
Washington Prime Group is a retail real estate investment trust that owns and manages 96 shopping centers totaling more than 50 million square feet.
WPG’s stock price closed at $18.46 per share on Monday, Sept. 15, down from $20.06 per share on Wednesday, May 14.
Glimcher Realty Trust is a real estate investment trust that owns, manages, acquires and develops retail properties, including mixed use, open-air and enclosed regional malls, as well as outlet centers.
GRT’s stock price closed at $10.59 per share on Monday, Sept. 15, up from $9.99 per share a year ago.
— Scott Reid