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NEW YORK CITY-Chairman and chief executive officer Stuart J. Boesky of Aegis Realty Inc. seemed taken aback as stockholders calling in during the question and answer period of a telephone conference call held yesterday (Dec. 21) said they were “disappointed” with the big announcement. The call was to clarify points of the company’s new deal, a definitive acquisition agreement between Aegis and POB Montgomery & Company that in its complexity has several elements that aren’t sitting well with stockholders.

After a late-night signing Wednesday night (Dec. 20), the company made its big announcement Thursday morning and publicized the afternoon calling conference as an opportunity for stockholders to have their concerns addressed before being asked to vote on the matter. The release issued by the company proclaims Aegis has agreed to acquire POB’s portfolio of 19 shopping centers, several “retail development opportunities” and its development business.

A proxy is being prepared now to file with the SEC and to be voted on by the stockholders. While the Board of Directors of Aegis and POB stockholders have voted unanimously to approve the deal, Aegis’ stockholders have yet to have their turn in the approval process. To this issue, one stockholder said during the call, “I don’t think you’re going to have stockholder support for this.”

The sticky points of the deal for the stockholders is that the transaction, valued at $203.5 million, is not just a straight cash exchange. Of that figure, only $3 million is cash, and $58.4 million is in limited partnership interests in Aegis Realty Operating Partnership LP, convertible on a one-for-one basis into Aegis common stock at a value of $11 per share, which cannot be transferred for one year. The other $142.1 million is the assumption of non-recourse debt–mortgage debt of the newly acquired shopping centers.

Also a point of contention is the payoff to Related Capital Co. for the dissolution of the advisory and management contracts. RCC has been an external manager of Aegis’ own portfolio and adviser to the company, but in the new deal, Aegis will establish its own management infrastructure. RCC will receive $3.4 million to be paid in Aegis stocks at $11 per share, giving it between 3.4% and 5.4% of the company.

In creating the new management structure, POB’s leadership will assume executive positions at Aegis. Boesky said repeatedly in the call, “I’ve made no secret of the fact that my time and attention have been divided among many other things in the industry, so it would be impractical for me to assume a full-time roll at Aegis.” Philip Montgomery will become president and CEO, while Boesky will stay on as chairman.

Stockholders responded with comments such as, “The whole thing is being billed here as Aegis buying the Montgomery portfolio, but from what I’m hearing on this call here, it sounds like Aegis is being acquired for $11 a share.” Another offered, “It doesn’t look like as buyers we’re getting a great price here. To be honest, if you put the proxy in front of me right now and have me a choice between this and someone buying us for $12 per share, which do you think I’d vote for?”

“I’m terribly disappointed in this transaction,” yet another stockholder noted. “Our market cap in this would be up 127%, but our portfolio would only go up 88%. We’re paying a lot more for these shopping centers than for our own. Most stockholders in this company are value oriented and don’t want to be buyers, but sellers.” He went on to note that the stockholders were under the impression that their shares were worth $14 per share and that giving them to RCC and POB at a rate of $11 per share raises many concerns over the value of the company. He concluded, “It seems the only people making out here are Related people.”

A stockholder questioned why RCC wasn’t doing for the company what the new internal management structure of POB is expected to do. To this Boesky answered, “When we started managing this company as external managers and advisors, we only had $93 million worth of assets. It was impossible given the economies of scale associated with a company that small to accomplish internal management. Everyone who follows REITs understands to continue to grow you have to be internally managed and advised. I don’t think that’s foreign to anyone who’s a sophisticated investor and certainly to no one on the phone now.”

“If you recall there was some time last year a party interested in buying the company for $12 to $13 a share and at the time you said we should wait because things are happening and it wasn’t right to be looking for offers,” the stockholder then replied. “Are you looking for a buyer or have all our efforts focused on making this large acquisition so Related could pocket $11 million?”

Boesky reported that he has met with every prospective buyer the stockholder had referred to him as well as a number of others, but said that none have made a viable offer. Apollo Real Estate Advisors, which has been an investment partner with POB for years, will own approximately 28% of Aegis through this deal. Boesky said he expects the closing to be completed by the end of spring 2001.

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