SOURCE: Developers Diversified Realty

February 06, 2007 17:48 ET

Developers Diversified and Inland Retail Real Estate Trust, Inc. Announce Form of Merger Consideration

CLEVELAND, OH -- (MARKET WIRE) -- February 6, 2007 -- Developers Diversified (NYSE: DDR), the leading owner, operator and developer of market-dominant community centers in the U.S., and Inland Retail Real Estate Trust, Inc. ("IRRETI") announced today that Developers Diversified has elected to pay IRRETI shareholders the $14.00 per share merger consideration through a combination of $12.50 in cash and $1.50 in Developers Diversified common shares. IRRETI shareholders will also be entitled to receive accrued but unpaid dividends in cash.

The actual number of Developers Diversified's common shares that IRRETI shareholders are entitled to receive for each IRRETI common share held will be determined by dividing $1.50 by the average closing price of Developers Diversified's common shares for the 10 trading days immediately preceding the two trading days prior to the IRRETI shareholders' meeting. As a result, the actual number of Developers Diversified's common shares to be received by IRRETI shareholders at the effective time of the merger cannot be determined at this time. The IRRETI shareholders' meeting is scheduled to take place at IRRETI's headquarters in Oak Brook, Illinois on February 22, 2007 at 3:00 p.m. CST. At the time of merger, Developers Diversified and IRRETI will publicly announce the number of Developers Diversified's common shares to be received by IRRETI shareholders.

Developers Diversified may revoke its shares election and elect to pay the $14.00 per share merger consideration entirely in cash at any time if the revocation would not delay the IRRETI shareholders' meeting by more than 10 business days.

Developers Diversified's election to pay a portion of the merger consideration in the form of common stock is in addition to the issuance of common shares pursuant to the forward equity transaction previously announced. In December 2006, Developers Diversified sold 11.6 million of its common shares, aggregating proceeds of approximately $750 million, through a forward sale structure. This transaction fixed the price of Developers Diversified's common shares and ensured the Company would receive the proceeds at the time the merger closes. The forward equity issuance, however, was a significant factor in the Company's decision regarding the size of the cash and stock components of the merger consideration.

Developers Diversified

Developers Diversified currently owns and manages approximately 500 retail operating and development properties in 44 states, plus Puerto Rico and Brazil, totaling 118 million square feet. The Company is a self-administered and self-managed real estate investment trust (REIT) operating as a fully integrated real estate company which acquires, develops and leases shopping centers. Additional information about Developers Diversified is available on the Internet at http://www.ddr.com.

Inland Retail Real Estate Trust, Inc.

Inland Retail Real Estate Trust, Inc. is a self-administered and self-managed REIT primarily focused on acquiring, developing and managing community and neighborhood shopping centers in the eastern United States. The Company is a public, non-listed REIT.

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. All forward-looking statements speak only as of the date of this press release. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of Developers Diversified, IRRETI and their affiliates or industry results or the benefits of the proposed merger to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, approval of the transaction by the shareholders of IRRETI, the satisfaction of closing conditions to the transaction, difficulties encountered in integrating the companies, the marketing and sale of non-core assets, and the effects of general and local economic and real estate conditions. Additional information or factors which could impact the companies and the forward-looking statements contained herein are included in each company's filings with the Securities and Exchange Commission. The companies assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Additional Information and Where to Find It

This press release does not constitute an offer of any securities for sale. In connection with the proposed transaction, Developers Diversified and IRRETI filed a proxy statement/ prospectus as part of a registration statement regarding the proposed merger with the Securities and Exchange Commission. Investors and security holders are urged to read the proxy statement/prospectus because it contains important information about Developers Diversified and IRRETI and the proposed merger. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus and other documents filed by Developers Diversified and IRRETI with the SEC at the SEC's website at www.sec.gov. The definitive proxy statement/prospectus and other relevant documents may also be obtained free of charge from Developers Diversified and IRRETI by directing such request to: Developers Diversified Realty Corporation, Attention: Investor Relations, 3300 Enterprise Parkway, Beachwood, Ohio 44122 or Inland Retail Real Estate Trust, Inc., Attention: Investor Relations, 2901 Butterfield Road, Oak Brook, Illinois 60523. Investors and security holders are urged to read the proxy statement, prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the merger.

Developers Diversified and IRRETI and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of IRRETI in connection with the merger. Information about Developers Diversified and its directors and executive officers, and their ownership of Developers Diversified securities, is set forth in the proxy statement for the 2006 Annual Meeting of Shareholders of Developers Diversified, which was filed with the SEC on April 3, 2006. Information about IRRETI and its directors and executive officers, and their ownership of IRRETI securities, is set forth in the proxy statement for the 2006 Annual Meeting of Shareholders of IRRETI, which was filed with the SEC on October 14, 2006. Additional information regarding the interests of those persons may be obtained by reading the proxy statement/prospectus when it becomes available. As a result of this transaction, IRRETI does not intend to hold an annual shareholder meeting and instead will hold a special meeting to vote on the proposed merger.

Contact Information

  • Contact:
    Michelle M. Dawson
    Vice President of Investor Relations
    Developers Diversified
    Ph: 216.755.5500
    Email: Email Contact

    Dione McConnell
    Director of Investor Relations
    Inland Retail Real Estate Trust, Inc.
    Ph: 630.368.2234
    Email: Email Contact