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CHICAGO-Blackstone says it will not make a further counteroffer to purchase Equity Office Property Trust, in response to Vornado Realty Trust submitting a binding $41-billion offer on Jan. 31 to buy EOP. The new offer by Vornado is for $56 per share, $2 per share higher than Blackstone’s amended offer of $54 per share, which worked out to be about $38.3 billion.

Blackstone responded this morning to Vornado’s announcement by saying it has submitted its final offer. “We do not believe that the true value of Vornado’s proposal is anywhere near $56 per share and Blackstone has no intention of increasing its all cash price,” says a Blackstone spokesman. “The true value of Vornado’s offer should reflect a discount for stock, the three to four month time delay before receiving it and the risk of VNO’s share price declining below $115 per share. When combined with the risk to EOP shareholders that VNO shareholders could vote the deal down for any reason, we strongly believe that our binding agreement with EOP is clearly superior.”

Though the EOP board said it would consider Vornado’s Jan. 31 offer, the EOP board approved Blackstone’s amended submittal of $54 per share on Jan. 25, along with a $500 million break-up fee if the Chicago-based REIT does not agree to the Blackstone acquisition by Feb. 5. In Blackstone’s most recent offer in late January, it said it would pay about $38.3 billion for EOP, in a transaction that some investors have favored because it’s a cash offer, not including stock. In today’s statement, Vornado said its offer of $56 per share includes $31 in cash and Vornado shares equal to $25, as long as its stock price remains between $115 to $135 per share.

Both deals include taking on about $16 billion in EOP debt. Richard D. Kincaid, chief executive officer of EOP, has said that a deal this size is going to incur many reactions. An EOP spokeswoman could not be reached for comment.

Vornado had said earlier that it will fund the acquisition by issuing $10.6 billion in value of its shares and units and the balance with debt. The company said in its recent statement that it is in discussions to sell up to $10 billion of EOP’s assets at closing to Starwood Capital and Walton Street Capital, and to sell an additional $10 billion of assets within the first year after closing. The company also said it expects to sell or co-venture other selected assets of the portfolio. EOP has a total office portfolio consisting of whole or partial interests in 580 buildings comprising 108.6 million sf in 16 states and the District of Columbia.

Blackstone had a $200-million break-up fee that it would receive if the EOP goes with another offer, but in a statement on Jan. 25, the company says that in conjunction with the new offer, it has upped the termination fee to $500 million.

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