The stock-for-stock deal, already approved by both companies'boards ofdirectors, boosts San Diego-based Pan Pacific's portfolioby 83%—from 60properties to 110. Once closed, the deal should alsoboost Pan Pacific'sbottom line in 2001, the company says. Thecompany—which owns shoppingcenters anchored by the likes ofAlbertson's and Wal-Mart—says it willraise its quarterly dividendto 45.5 cents from the current 42 cents pershare.

The transaction raises Pan Pacific's total market capitalizationby 55%to $1.3 billion. Pan Pacific will assume $200 millionofEmeryville-based Western Properties' debt. Each WesternProperties sharewill be exchanged for a newly issued Pan Pacificshare at a fixed 0.62ratio.

"The transaction will create a unique and powerful platform forgrowthand increasing shareholder value," says Stuart Tanz, PanPacific's president and CEO. "The Western portfolio providesanexceptional strategic fit and is a perfect complement to ourexistinggeographic locations." The deal will also expand PanPacific's reachinto the tough-to-crack San Francisco Bay Area,Portland and Sacramentomarkets, he adds.