However, though EOP was set to vote at 8:30 a.m. Monday on the Blackstone offer, theChicago-based REIT's board said in a statement today that it now expects to meet on Monday but postpone the vote until 11 a.m. Wednesday, "in order to provide shareholders with sufficient time to review and consider the supplemental proxy materials." The company has posted the supplemental materials to its Web site.

The EOP board said in the statement that it considered a number of factors in dismissing the higher Vornado offer. The board said it weighed the all-cash offer by Blackstone, which could close on or about Feb. 9, against Vornado's split offer, which is also subject to Vornado's common share price, and a likely three-to-four month timeframe to wait while Vornado's shareholders approve the acquisition and possible SEC review.

The EOP board said because of those negative factors, it rates the Vornado offer as risky, and values it at between $54.28 and $54.88 per share, only slightly higher than the Blackstone offer. The board "believes that the Blackstone transaction has certainty of value and virtual certainty of closing in the immediate future," according to the statement. A Blackstone spokesman has said because of the risk factors, it does not believe it should submit a higher competing bid .

Both deals include taking on about $16 billion in EOP debt. Richard D. Kincaid, chief executive officer of EOP, has said that a deal this size is going to incur many reactions. A Vornado spokesperson could not be reached. Sources close to the deal say they wouldn't be surprised to see some action by Vornado this weekend regarding EOP's continued vote of confidence for Blackstone.

Vornado had said earlier that it will fund the acquisition by issuing $10.6 billion in value of its shares and units and the balance with debt. The company said that it is in discussions to sell up to $10 billion of EOP's assets at closing to Starwood Capital and Walton Street Capital, and to sell an additional $10 billion of assets within the first year after closing. The company also said it expects to sell or co-venture other selected assets of the portfolio. EOP has a total office portfolio consisting of whole or partial interests in 580 buildings comprising 108.6 million sf in 16 states and the District of Columbia.

Blackstone had a $200-million break-up fee that it would receive if the EOP goes with another offer, but in a statement on Jan. 25, the company says that in conjunction with the new offer, it has upped the termination fee to $500 million.

Instant Insights /

EOP Prefers Blackstone, May Push Vote Back

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