Ramco-Gershenson shareholder denies it rejected settlement offer

By Lisa Kerner

Charlotte, N.C., April 28 - Investor Equity One, Inc. accused Ramco-Gershenson Properties Trust of mischaracterizing their settlement talks in the company's preliminary proxy filing and accompanying press release.

Equity One called Ramco-Gershenson's statements "disingenuous" in a letter to the company on Tuesday.

In the letter, Equity One denied that a settlement offer was made by the company and also denied that Equity One refused an offer from Ramco-Gershenson.

Equity One, a 9.63% shareholder, also claimed that Ramco-Gershenson did not begin or finish a conversation about adding two of the investor's nominees to its board of directors.

"Unfortunately, your tactics make it clear to us that you are not sincere in reaching an accommodation with us," Equity One said to the company.

"We remain open to a sincere settlement dialogue but regret that we appear embarked on the contested trustee election that you professed to want to avoid," Equity One said.

"Equity One rejected Ramco-Gershenson's proposal to add its two nominees to the Ramco-Gershenson board, and was unwilling to agree to an expansion of the board to nine members," Ramco-Gershenson said in its filing.

Ramco-Gershenson nominates two

Ramco-Gershenson announced its board has nominated Stephen R. Blank and Joel M. Pashcow to stand for re-election at the annual meeting on June 10.

Blank is senior fellow, finance at the Urban Land Institute and has been lead trustee of Ramco-Gershenson's board since June 2006.

Pashcow is managing member of Nassau Capital LLC, a real estate and securities investment firm.

If elected, both Blank and Pashcow would be directors until the 2012 annual meeting.

Dennis E. Gershenson, chairman, president and chief executive officer of Ramco-Gershenson, said he believes "the board's ongoing evaluation process is best served by the re-election of the board's nominees, who are committed to enhancing value for all Ramco-Gershenson shareholders."

Equity One, a North Miami Beach, Fla., real estate company, has filed preliminary proxy statements with the Securities and Exchange Commission nominating David J. Nettina and Matthew L. Ostrower for election to Ramco-Gershenson's board of trustees on June 10.

Nettina is formerly a senior executive with American Financial Realty Trust. Ostrower is formerly a member of Morgan Stanley's equity research department.

On March 25, Ramco-Gershenson said it was considering strategic alternatives with the assistance of Merrill Lynch & Co. Equity One had suggested acquiring Ramco-Gershenson, a Farmington Hills, Mich., real estate investment trust.

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