Price Legacy Settles Lawsuits

The shareholder lawsuits were filed in San Diego County Superior Court and in the Circuit Court for Baltimore City, MD against Price Legacy, the company's board of directors and The Price Group LLC, an affiliate of Sol Price, one of the firm's founders and major stockholders. The legal actions alleged that the defendants agreed to a merger price that was too low and that the company didn't disclose enough information in its proxy statement seeking shareholder approval for the deal. One of the lawsuits alleged that the separate sale of Price Legacy properties that are non-core assets was harmful to shareholders because it undervalued those properties.

Price Legacy and the other defendants "vigorously deny all liability" of the claims filed against them, but the company said Monday that it would settle to "avoid the risk of delaying the merger" and to "avoid the burden and expense of further litigation." The settlement of the lawsuits will not affect the amount that PL Retail LLC will pay for Price Legacy under the proposed merger, which calls for holders of the REIT's common stock to receive $18.85 per share in cash plus a dividend that is expected to add about 28 cents per share. Price Legacy's stockholders are scheduled to vote on the proposed merger at the company's annual meeting of stockholders on Monday, Dec. 20. The merger is structured so that PL Acquisition Corp., a wholly owned subsidiary of PL Retail, will merge with and into Price Legacy and Price Legacy will be the surviving corporation, with all of its common stock owned by PL Retail.

San Diego-based Price Legacy owns about 40 shopping centers nationwide. Publicly held Kimco is one of the country's largest publicly traded owners and operators of neighborhood and community shopping centers, with almost 700 properties totaling 100 million sf in 40 states. Privately held DRA's portfolio consists of 110 retail, office, industrial and multifamily properties in 22 states.