Centro uses top up option to complete New Plan acquisition

By Lisa Kerner

Charlotte, N.C., April 20 - A Centro Properties Group affiliate exercised the top-up option under its agreement with New Plan Realty Trust, Inc. to purchase 52,929,108 additional shares, at $33.15 per share, of New Plan stock to effect a short-form merger of MergerSub into New Plan with no action required from New Plan stockholders, according to an 8-K filing with the Securities and Exchange Commission.

On April 19, MergerSub said about 88.0% of the outstanding shares of New Plan common stock were accepted for payment in a tender offer that expired at midnight ET on April 28.

With the merger completed, the surviving corporation was liquidated into another Centro affiliate, and holders of New Plan's series D preferred shares and series E preferred shares will receive liquidating distributions.

Centro Properties and New Plan entered into a definitive agreement on Feb. 23. New Plan's board unanimously approved the deal, valued at about $6.2 billion, including assumption of debt and preferred stock.

Limited partners in Excel Realty Partners, LP, a New Plan subsidiary, will have the option to receive $33.15 per partnership unit or to remain as limited partners and receive newly issued preferred units.

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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