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Published on 4/11/2007 in the Prospect News Special Situations Daily.

New Plan stockholders urged to tender shares in Centro affiliate merger

By Lisa Kerner

Charlotte, N.C., April 11 - Centro Properties Group affiliate Super MergerSub Inc. urged New Plan Excel Realty Trust, Inc. stockholders who have not yet tendered their shares of common stock to do so as soon as possible prior to the expiration of the subsequent offering period on April 18.

Centro controls a majority of New Plan's board and more than 80% of the company's shares, enough to approve the New Plan merger, according to a company news release.

Stockholders not tendering their shares before the deadline will have to wait until the merger is effective, or roughly 60 days, to receive the $33.15 payment per share.

MergerSub, which owns 80% of the outstanding shares of New Plan common stock, has designated five of the eight directors on New Plan's board.

If MergerSub does not acquire at least one share more than 90% of the of the votes entitled to be cast by shareholders, MergerSub will be required to seek approval by a vote of New Plan stockholders at a special meeting .

On Feb. 27, Centro announced a definitive agreement for its affiliates to acquire New Plan for $33.15 per share cash in a transaction valued at approximately $6.2 billion, including assumption of debt and preferred stock.

New Plan's board unanimously approved the deal, which is slated to close in the second quarter of 2007. The company will pay its regular quarterly dividend of $0.3125 per share on its common stock for the first quarter of 2007.

New Plan is a New York real estate company.

Sydney, Australia-based Centro Properties specializes in the ownership, management and development of shopping centers.


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