NEW YORK CITY-Shopping Center REIT Aegis Realty Inc., headquartered here, has signed a merger agreement with Cincinnati-based Phillips Edison Ltd. Under the terms of the $170.2-million deal, Aegis real estate assets will be folded into a subsidiary of PECO.

Aegis holdings comprise 28 community shopping centers in 15 states with more than 3.1 million sf of leasable space. Under the terms of the deal, PECO will pay $11.52 per share for Aegis common stock. The transaction marks a major hurdle in a yearlong marketing effort by Aegis and its financial advisor, RBC Capital Markets, to sell the REIT and its assets.

“After an extensive process and a careful evaluation of the alternatives generated by the RBC engagement, we believe this transaction will provide our shareholders with the best combination of value and liquidity,” says Stuart J. Boesky, chairman, CEO and president of Aegis.

Included in the $170.2 million figure is the assumption of $68.4 million of Aegis’ debt and $101.8 million for the purchase of the REIT’s common stock and the operating partnership units of Aegis Realty Operating Partnership LP. PECO will pay the merger in cash using a combination of equity and debt.

Termination fees for contracts with Related Aegis LP, Aegis external advisor, and RCC Property Advisors will be satisfied by the transfer of 100% of Aegis interests in two garden apartment complexes, the REIT’s only two remaining assets.

The merger, which has been approved unanimously by the board of directors, is still subject to approval of Aegis stockholders.

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