GMH Communities Trust Authorizes Special Distribution
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NEWTOWN SQUARE, Pa., June 6 /PRNewswire-FirstCall/ -- GMH Communities
Trust ("GMH" or the "Company") (NYSE: GCT) today announced that the Company's
board of trustees (the "Board") authorized a special distribution in the
amount of $1.71 per share (the "Special Distribution") to the Company's
shareholders of record as of the close of business on the day immediately
prior to the effective time of the Company's merger with an affiliate of
American Campus Communities, Inc. ("ACC").
The Special Distribution is payable on June 12, 2008, subject to the
closing of the proposed merger of the Company with ACC. The proposed merger
is expected to occur on or about June 11, 2008, subject to the satisfaction or
waiver of closing conditions, including the approval of GMH shareholders at
the special meeting scheduled for June 10, 2008. The Special Distribution is
in addition to the merger consideration that GMH shareholders will be entitled
to receive under the terms of the merger agreement following the closing of
the proposed merger.
The Special Distribution was authorized by the Board for the purpose of
distributing, as previously announced, (i) a percentage of the amount received
in connection with the disposition of certain student housing properties and
(ii) the net proceeds from the pending sale of the Company's home office. In
addition, a portion (approximately $0.98 per share) of the Special
Distribution is comprised of the remaining net proceeds from the sale of GMH's
former military housing division. The sale of the home office is expected to
close immediately prior to the closing of the proposed merger. If the sale of
the home office is not completed, the Special Distribution will be reduced by
$0.029 per share.
The Company has filed a definitive proxy statement with the Securities and
Exchange Commission in connection with the proposed merger with ACC. The
definitive proxy statement was mailed to GMH shareholders on or about April
29, 2008. A special meeting of the Company's shareholders has been scheduled
for June 10, 2008 at 11 a.m. local time, at the Philadelphia Marriott West,
111 Crawford Avenue, West Conshohocken, PA 19428, to vote on the proposed
merger.
About GMH Communities Trust
GMH Communities Trust (www.gmhcommunities.com) is a publicly-traded
Maryland real estate investment trust, or REIT. It is a self-advised,
self-managed, specialty housing company focused on providing housing to
college and university students residing off-campus. GMH Communities also
provides property management services to third-party owners of student housing
properties, including colleges, universities, and other private owners. GMH
Communities is based in Newtown Square, PA.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements can be identified
by the use of words such as "may," "will," "should," "expect," "estimate" or
other comparable terminology. Numerous risks, uncertainties and other factors
may cause actual results to differ materially from those expressed in any
forward-looking statement. Such risks, uncertainties, and other factors
include, but are not limited to, (i) the occurrence of any effect, event,
development or change that could give rise to the termination of the merger
agreement with ACC, (ii) the inability to complete the merger, due to the
failure of the Company's shareholders to approve the merger, (iii) the
inability to close the sale of the Home Office, (iv) the failure of any party
to satisfy the conditions to the closing of the merger, (v) the failure of ACC
to obtain the necessary financing arrangements described in the definitive
proxy statement, (vi) risks that the Company will not be able to pay all or
any portion of the Special Distribution because the merger or the sale of the
home office does not close (vii) risks that the proposed merger disrupts
current plans and operations and the potential difficulties in employee
retention and (viii) risks relating to the Company's business presented in its
filings with the SEC. Forward-looking statements are made as of the date of
this press release, and the Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
This press release does not constitute an offer of any securities for
sale. In connection with the merger, ACC has filed with the SEC a registration
statement on Form S-4, which includes a proxy statement/prospectus of GMH and
ACC and other relevant materials in connection with the proposed transactions.
The proxy statement was mailed to GMH shareholders starting on April 29, 2008.
Investors and security holders of GMH are urged to read the proxy
statement/prospectus and the other relevant material because they contain
important information about GMH, ACC and the proposed transactions. The proxy
statement/prospectus and other relevant materials, and any and all documents
filed by GMH or ACC with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by GMH by directing a
written request to GMH Communities Trust, 10 Campus Boulevard, Newtown Square,
Pennsylvania 19073, Attention: Investor Relations. Investors and security
holders may obtain free copies of the documents filed with the SEC by ACC by
directing a written request to American Campus Communities, Inc., 805 Las
Cimas Parkway, Suite 400, Austin, Texas 78746 Attention: Investor Relations.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS.
ACC, GMH and their respective executive officers, directors and trustees
may be deemed to be participants in the solicitation of proxies from the
security holders of GMH in connection with the merger. Information about those
executive officers and directors of ACC and their ownership of ACC common
stock is set forth in the proxy statement for ACC's 2008 Annual Meeting of
Stockholders, which was filed with the SEC on April 2, 2008. Information about
the executive officers and trustees of GMH and their ownership of GMH common
shares is set forth in GMH's Annual Report on Form 10K/A, which was filed with
the SEC on April 29, 2008. Investors and security holders may obtain
additional information regarding the direct and indirect interests of ACC, GMH
and their respective executive officers, directors and trustees in the Merger
by reading the proxy statement and prospectus regarding the merger.
SOURCE GMH Communities Trust
Financial Relations Board: Joe Calabrese, +1-212-827-3772, (Analyst Info), for
GMH Communities Trust
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