Mercury Real Estate Advisors LLC Announces Tender Offer for Up to 285,000 Shares of Class A Common Stock of Capital Properties,
02 Maio 2005 - 11:02AM
PR Newswire (US)
Mercury Real Estate Advisors LLC Announces Tender Offer for Up to
285,000 Shares of Class A Common Stock of Capital Properties, Inc.
GREENWICH, Conn., May 2 /PRNewswire/ -- Mercury Real Estate
Advisors LLC, together with Mercury Special Situations Fund LP and
Mercury Special Situations Offshore Fund, Ltd., (collectively,
"Mercury") today commenced a tender offer to purchase up to 285,000
shares of Class A Common Stock, par value $0.01 per share, of
Capital Properties, Inc. (AMEX:CPI) for a purchase price of $22.00
per share, net to the seller in cash. This tender price represents
a premium of over 21% for approximately 8.6% of the currently
outstanding 3,299,956 shares of Class A Common Stock. The tender
offer is an element of Mercury's overall investment strategy,
rather than an attempt to acquire or influence control over the
business of Capital Properties, Inc. The tender offer also provides
a rare opportunity, given the relative illiquidity of the market
for the Class A Common Stock, for shareholders to receive cash for
all or a portion of their shares at a premium over the closing
sales price of the Class A Common Stock as reported by the American
Stock Exchange on Wednesday, April 27, 2005, which was the last day
that the shares traded. The tender offer will expire at 12:00
midnight, Eastern Daylight Time, on Monday, June 13, 2005, unless
the offer is extended. Tenders of shares must be made on or prior
to the expiration date, and shares tendered may be withdrawn at any
time on or prior to the expiration date. On the terms and subject
to the conditions of the tender offer, shareholders of Capital
Properties, Inc. will have the opportunity to tender all or a
portion of their shares for a purchase price of $22.00 per share,
net to the seller in cash. If more than 285,000 Shares are validly
tendered prior to the expiration date, and not withdrawn, Mercury
will, upon the terms and subject to the conditions of the Offer,
purchase 285,000 Shares on a pro rata basis (with adjustments to
avoid purchases of fractional shares) based upon the number of
Shares validly tendered by the expiration date and not withdrawn.
Mercury will pay the purchase price, net to the seller in cash,
without interest, promptly after expiration of the tender offer and
will return all shares not purchased to the tendering shareholder
free of charge promptly after the tender offer. The tender offer is
not conditioned on the tender of any minimum number of shares or
Mercury obtaining any financing, but is subject to certain
customary conditions described in the Offer to Purchase. The Bank
of New York is the depositary for the tender offer, and D.F. King
& Co., Inc. is the information agent for the tender offer. Any
questions concerning the tender offer may be directed to D.F. King
& Co., Inc. at (800) 769-4414. Copies of the Offer to Purchase
and the related Letter of Transmittal and other tender offer
materials may be obtained from D.F. King & Co., Inc., and
copies will be furnished promptly at the Purchaser's expense.
Neither Capital Properties, Inc. nor its board of directors has
made any recommendation to shareholders as to whether to tender or
refrain from tendering their shares, although the board is required
by law to make such a recommendation within ten business days. THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF
THE CLASS A COMMON STOCK OF CAPITAL PROPERTIES, INC. THE
SOLICITATION OF OFFERS TO BUY THE CLASS A COMMON STOCK OF CAPITAL
PROPERTIES, INC. IS BEING MADE ONLY PURSUANT TO THE TENDER OFFER
DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND THE RELATED LETTER
OF TRANSMITTAL THAT MERCURY SHORTLY WILL BE DISTRIBUTING TO
SHAREHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE
OFFER TO PURCHASE AND RELATED MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS TO
THE TENDER OFFER. SHAREHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY
OF THE OFFER TO PURCHASE AND RELATED DOCUMENTS FROM THE INFORMATION
AGENT, D.F. KING & CO., INC., AT 48 WALL STREET, NEW YORK, NEW
YORK 10005, (800) 769-4414. SHAREHOLDERS ARE URGED TO READ THESE
MATERIALS CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE
TENDER OFFER. DATASOURCE: Mercury Real Estate Advisors LLC CONTACT:
Malcolm F. MacLean IV, +1-203-769-2980 Web site:
http://www.mercuryrealestate.com/
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