The settlement, subject to court approval, concerns a shareholder lawsuit filed by Paul Berger against Center Trust and all members of its board of directors. As part of the settlement, Center Trust will provide additional disclosures regarding the merger to its stockholders in a supplement to its proxy statement, and Pan Pacific has agreed to reduce the termination fee from $7.5 million to $6.0 million.
The agreement between Center Trust and Pan Pacific, reached in November, provides for each share of Center Trust common stock to be converted into the right to receive 0.218 newly issued shares of Pan Pacific common stock. The transaction is intended to qualify as a tax- free reorganization and has been unanimously approved by each company's board of directors. Center Trust shareholders will vote on the transaction at a special meeting to be held on Jan. 15, 2003.
Center Trust is a leading developer, owner and manager of shopping centers in the Western United States. It owns or controls 31 properties comprising 7.4 million sf. Pan Pacific is the largest neighborhood shopping center REIT on the West Coast, with holdings of 108 shopping centers totaling 16 million sf.
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