PS Business Parks, Inc.
701 West Avenue
Glendale, CA 91201-2349
PS Business Parks, Inc. Announces Expected Closing Date of Pending Transaction;
Declare dividends on a pending transaction
GLENDALE, CA, July 8, 2022—PS Business Parks, Inc. (NYSE: PSB) (“PSB” or the “Company”) announced today that it plans to complete its previously announced transaction (the “Transaction”) with affiliates of Blackstone Real Estate (“Blackstone”) on or about July 20, 2022 following the extraordinary meeting of common stockholders of PSB on July 15, 2022. Completion of the Transaction remains subject to the approval of common stockholders of PSB and to the other customary closing conditions.
On July 8, 2022, as contemplated by the Company’s merger agreement, the Board of Directors of PSB declared (i) a quarterly pro rata cash dividend (the “Pro rata Dividend”) on the common shares of PSB and (ii) a cash dividend (the “Closing Cash Dividend”) of $5.25 per PSB common share, each payable immediately prior to the effective time of the merger of PSB’s operating partnership with a affiliate of Blackstone, to holders of record as of the close of business on the business day immediately preceding the date of completion of the Transaction and subject to approval of the merger agreement by PSB shareholders, completion or waiver of other conditions of the Transaction and the fact that the merger agreement has not been terminated. The prorated dividend amount is based on PSB’s current quarterly dividend rate of $1.05 per PSB common share and on a pro rata basis for the number of days from July 1, 2022 inclusive until the day immediately preceding the closing date of the Operation.
Based on the expected closing date of the transaction of July 20, 2022, the pro rata dividend will be equal to $0.216848 per PSB common share, and each of the pro rata dividend and the closing cash dividend will be payable immediately. before the merger of the partnership. effective time July 20, 2022 to registered holders at the close of business on July 19, 2022.
If the transaction is completed on July 20, 2022, PSB shareholders who hold their ordinary shares on the dividend record date and until the effective date of the company’s merger will be entitled to receive a total of 187 $.716848 per share in cash, consisting of (i) $187.50, representing the closing cash dividend of $5.25 and the merger consideration of $187.50 per share, less the closing cash dividend of $5.25 plus (ii) the pro rata dividend of $0.216848.
If the closing date of the Transaction is postponed beyond July 20, 2022, holders of PSB common stock will not receive the pro rata dividend or closing cash dividend on July 20, 2022, and in such event , PSB will make a public announcement providing further updates regarding these matters.
For further information regarding the proposed transaction, please see the definitive proxy statement filed by PSB with the United States Securities and Exchange Commission on June 8, 2022.
JP Morgan Securities LLC is acting as lead financial advisor to PSB and has provided a fairness opinion to PSB’s board of directors in connection with the transaction. Eastdil Secured acts as real estate advisor to PSB and also acts as cofinancier PSB advisor. Wachtell, Lipton, Rosen & Katz is legal counsel to PSB.
About PS Business Parks
PS Business Parks, Inc., an S&P MidCap 400 company, is a REIT that acquires, develops, owns and operates commercial properties, primarily multi-tenant industrial, flexible industrial and low height suburban office space. Located primarily in major coastal markets, PS Business Parks’ 96 properties serve approximately 4,900 tenants across 27 million square feet of space as of March 31, 2022. The portfolio also includes 800 residential units (including units In progress). Additional information about PS Business Parks, Inc. is available on the company’s website at psbusinessparks.com.