DALLAS-Developers Diversified Realty Corp., headquartered in Cleveland, tomorrow will issue a list of properties being sold to finance its takeover of Irving, TX-based American Industrial Properties.

Thirty-one of the Dallas-area AIP REIT’s 150-building portfolio will be sold to client accounts managed by Lend Lease Real Estate Investments Inc. According to preliminary information in a press release issued today, the gross purchase price, including assumed debt, totals $292.5 million. In addition, an office building is being sold to a third party for a gross purchase price of about $55 million.

The merger will be discussed in depth in a conference call being planned for next week, GlobeSt.com has been told. The pact also calls for a DDR subsidiary to acquire all outstanding AIP stock for $13.74 per share in a buy being funded solely by the planned property sales. DDR already owns 46% of the Texas REIT. Under the signed agreement, other AIP shareholders also will get $13.74 per share, 9.9% more than over AIP’s closing share price of $12.50 posted yesterday. The amount being paid to AIP shareholders could be affected by operations prior to the merger’s closing, transaction expenses and closing adjustments. AIP had made a 22-cents per share cash for its third-quarter operation.

AIP’s board of trust managers had approved the takeover Tuesday as a result of a committee recommendation. The deal is expected to close in first quarter 2001, subject to AIP shareholder approval and customary closing conditions. AIP has been seeking a merger, sale or other strategic alliance since November 1999. “This transaction provides us complete control of our investment in AIP,” says Scott A. Wolstein, chairman and CEO of DDR and AIP chairman.

Chase Securities Inc. is acting as exclusive financial adviser to AIP trust board’s special committee. Salomon Smith Barney Inc. and Prudential Securities Incorporated have acted as financial advisers to AIP.

AIP has an 11-state, 71-property portfolio totaling more than 7.5 million sf. Its holdings are in the light industrial property sector, office showroom, service center and flex properties, low-rise office and small bay distribution buildings plus two retail properties.

DDR’s 40-state portfolio consists of 209 shopping centers totaling 49.3 million sf, including interests in Austin’s newly opened La Frontera. DDR is a self-administered and self-managed REIToperating as a fully integrated real estate company that develops, leases and manages shopping centers.

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