Archstone-Smith shareholders to decide merger on Aug. 21

By Lisa Kerner

Charlotte, N.C., July 13 - Archstone-Smith Trust will hold a special meeting of shareholders on Aug. 21 to approve the merger of the company with and into a subsidiary of River Holding, LP, a partnership led by Tishman Speyer Real Estate Venture VII, LP and Lehman Brothers Holdings Inc.

As previously reported, Archstone-Smith shareholders will receive $60.75 per share, or $22.2 billion including the assumption and refinancing of debt. Unitholders of Archstone-Smith Operating Trust, the operating entity through which Archstone-Smith conducts its business, can elect to receive $60.75 per unit in cash or a newly issued preferred unit in Archstone-Smith Operating Trust.

A $235 million termination fee is included in the deal, according to a schedule 14D filing with the Securities and Exchange Commission.

The transaction is said to the largest public-to-private merger-and-acquisition transaction in the multifamily real estate investment trust sector, according to a company news release stated.

Tishman Speyer acquires and develops real estate worldwide.

Archstone-Smith is an Englewood, Colo.-based real estate investment trust that develops and operates apartment communities in the United States.

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