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Published on 3/26/2009 in the Prospect News Special Situations Daily.

Equity One suggests acquisition of Ramco-Gershenson

New York, March 26 - Ramco-Gershenson Properties Trust shareholder Equity One, Inc. suggested that the two companies discuss an acquisition of Ramco-Gershenson by Equity One.

The proposal was prompted by events that began with Equity One's announcement on March 5 that it has taken a 9.63% stake in Ramco-Gershenson, followed by a letter from Equity One to Ramco-Gershenson.

On March 25, Ramco-Gershenson said it was considering strategic alternatives with the assistance of Merrill Lynch & Co.

Alternatives to be considered include financing and restructuring transactions, assets sales and strategic transactions with third parties, Ramco-Gershenson said in its announcement, noting that it had received indications of interest from third parties, including Equity One, regarding potential transactions.

Equity One has now followed up with a further letter, and added that it "stands ready to participate in any process conducted by RPT [Ramco-Gershenson] with a view toward maximizing value for all RPT shareholders."

In a letter to Dennis E. Gershenson, the chairman, president and chief executive officer of Ramco-Gershenson, Equity One chief executive officer Jeffrey S. Olson wrote that "Equity One believes that a combination of our two companies may be the optimal outcome of any strategic review, and we stand ready to work expeditiously with you and your advisors as part of such a process."

But he also requested that all parties that may be interested by given a level playing field.

Olson agreed that a prompt review "makes sense," particularly as a delay could erode shareholder value, "given the urgent need for RPT to address its short-term debt maturities and material future funding needs."

Equity One intends to nominate two directors for election to Ramco-Gershenson's board at the June annual general meeting.

Ramco-Gershenson is a real estate investment trust based in Farmington Hills, Mich. Equity One is a North Miami Beach, Fla.-based real estate company.


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