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News and Information Article
BALTIMORE, Feb. 3 /-FirstCall/ -- The Town and Country Trust
(NYSE: TCT), a multifamily real estate investment trust, announced that its
Board of Trustees has determined that the definitive offer of Oriole
Partnership received by TCT on February 2, 2006 is a superior transaction to
the merger contemplated by TCTs merger agreement with Magazine Acquisition GP
LLC, Magazine Acquisition LP and Magazine Acquisition LLC (collectively,
"Magazine Acquisition"). On February 2, 2006, Oriole Partnership made an
offer to acquire TCT for $36.00 per share or limited partnership interest of
TCTs operating partnership, plus a pro-rata payment in respect of TCT
dividends as contemplated by the current merger agreement with Magazine
Acquisition.
TCT is currently party to a merger agreement with Magazine Acquisition
providing for the acquisition of TCT by Magazine Acquisition. TCTs merger
agreement with Magazine Acquisition provides for a payment of $33.90 per share
or common unit, plus a pro-rata payment in respect of TCT dividends. TCT has
called a special meeting of shareholders to be held on March 9, 2006 at which
TCT will seek shareholder approval of the agreement and plan of merger with
Magazine Acquisition and the transactions contemplated thereby.
Under the terms of TCTs merger agreement with Magazine Acquisition,
following the determination by the board that Oriole Partnerships offer is a
superior transaction, Magazine Acquisition has three business days, or until
11:59 p.m. on February 7, 2006, to match Oriole Partnerships offer before
TCTs Board of Trustees can change its recommendation with respect to the
Magazine Acquisition transaction or terminate the merger agreement with
Magazine Acquisition to enter into an agreement with a third party relating to
such superior proposal.
Oriole Partnerships offer will remain open for acceptance by TCT until
1:00 p.m. on February 8, 2006. Oriole Partnership has previously announced
that it anticipates that the proposed transaction will close in the first
quarter of 2006. Oriole Partnerships definitive offer contemplates that any
definitive agreement that may be entered into with TCT will have a termination
date of July 1, 2006. TCT cautioned that no assurances can be given that the
Oriole Partnership offer will result in a transaction with Oriole Partnership,
at the price set forth in its offer or otherwise.
TCTs Board of Trustees continues to recommend the existing merger
agreement with Magazine Acquisition and the merger agreement with Magazine
Acquisition continues to be in effect.
ABOUT THE TOWN AND COUNTRY TRUST
TCT is a multifamily real estate investment trust that owns and operates
38 apartment communities with 13,183 apartment homes in the Mid-Atlantic
states and Florida. Additional information regarding TCT can be found on
TCTs web site at http://www.tctrust.com.
MORE INFORMATION
In connection with TCTs solicitation of proxies with respect to the
meeting of shareholders called in connection with the proposed merger with
Magazine Acquisition, TCT has filed with the SEC a definitive proxy statement
which was mailed to shareholders on or around January 30, 2006. SHAREHOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT DISTRIBUTED TO SHAREHOLDERS
BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain, free-of-
charge, a copy of the definitive proxy statement and other relevant documents
filed with the SEC from the SECs website at http://www.sec.gov. Shareholders may
also obtain a free-of-charge copy of the definitive proxy statement and other
relevant documents by directing a request by mail or telephone to The Town and
Country Trust, 300 East Lombard Street, Baltimore, Maryland 21202, Attention:
Secretary, telephone: (410) 539-7600, or from TCTs website at http://www.tctrust.com.
TCT and certain of its directors, executive officers and other members of
management and employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies from shareholders of TCT in
favor of the proposed merger with Magazine Acquisition. Information regarding
the persons who may be considered "participants" in the solicitation of
proxies, including their beneficial ownership of TCT common stock as of
January 26, 2005, is set forth in TCTs definitive proxy statement as filed
with the SEC. Information regarding the trustees and executive officers of
TCT is included in its definitive proxy statements for its 2005 Annual
Meetings filed with the SEC in March 2005 and may be obtained free of charge
at the SECs website at http://www.sec.gov or at TCTs website at http://www.tctrust.com.
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
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