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CHICAGO-In response to concerns about a lack of security with its $56-per-share offer, Vornado Realty Trust said in a statement issued late Sunday that it will pay the full cash portion of its $41 billion offer for Equity Office Properties Trust upfront and with certainty. The company says that, if accepted by EOP, that it will commence a tender offer to buy up to 55% of EOP’s shares for $56 per share in cash, and will complete a follow-on merger.

On Friday, the EOP board said it prefers the lower Blackstone offer of $54 per share, or about $38.3 billion, because that deal is an all-cash offer. Though EOP was set to vote at 8:30 a.m. today on the Blackstone offer, the board said in a statement that it expects to meet this morning but postpone the vote until 11 a.m. Wednesday, “in order to provide shareholders with sufficient time to review and consider the supplemental proxy materials.” The company has posted the supplemental materials to its Web site.

The EOP board agreed Friday that shareholders should take the cash offer instead of Vornado’s $56 a share deal, calling it “risky.” Vornado’s statement Sunday was to respond to the board’s concerns. EOP’s board had said that it favored Blackstone’s deal because of the immediacy; it’s expected the Blackstone acquisition would close within a couple days.

However, Vornado’s new tender offer still has time issues, as it “would commence immediately after the preparation of pro-forma financial statements – approximately three weeks after EOP signs the merger agreement – and would close 20 business days later,” says the company in the Sunday statement. Vornado, based in Paramus, NJ, expects its merger would close about three and a half months after signing.

Vornado’s tender offer would be for a minimum of 51% of EOP’s shares and would not be conditioned on a shareholder vote, as opposed to its most recent offer. According to the Sunday statement, if the tender is oversubscribed, shares would be prorated and unpurchased shares would receive Vornado shares valued at $56 per EOP share in the merger. However, if less than 51% of the shares are tendered, all of the EOP shareholders could receive $56 in cash and Vornado common shares.

A Blackstone spokesman has said because of the risk factors, it does not believe it should submit a higher competing bid . 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. A Vornado spokesperson could not be reached.

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 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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