Note 12 - Inland Diversified Merger

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 12. Inland Diversified Merger

On February 9, 2014, the Company signed a definitive merger agreement with Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”), pursuant to which Inland Diversified will merge with and into a wholly-owned subsidiary of the Company in a stock-for-stock exchange with a transaction value of approximately $2.1 billion, which includes the assumption of approximately $0.9 billion of debt.

Inland Diversified’s retail portfolio that the Company plans to acquire is comprised of 59 properties that were 96.2% leased as of December 31, 2013. The properties are located in existing markets of the Company and new markets including Westchester, New York, Bayonne, New Jersey, Las Vegas, Nevada, Virginia Beach, Virginia, and Salt Lake City, Utah. The Company also plans to acquire from Inland Diversified certain multifamily assets that the Company expects to sell around the close of the merger.

Under the terms of the merger agreement, Inland Diversified’s stockholders will receive newly issued common shares of beneficial interest of the Company for each outstanding common share of Inland Diversified based on the following possible exchange ratios:

● 1.707 shares of the Company for each share of Inland Diversified common stock, so long as the reference price for the Company’s shares (defined below) is equal to or less than $6.36;

● A floating ratio if the Company’s reference price is between $6.36 and $6.58; such ratio determined by dividing $10.85 by the Company’s reference price;

● 1.650 shares of the Company for each share of Inland Diversified common stock if the Company’s reference price is $6.58 or greater;

● The reference price for the purpose of determining the final exchange ratio is the volume-weighted average trading price of the Company’s common shares for the ten consecutive trading days ending on the third trading day preceding the date on which Inland Diversified’s shareholders will vote to approve the merger with the Company.

The merger is expected to close early in the third quarter of 2014, subject to the approval of shareholders of both companies and the satisfaction of customary closing conditions.

The record dates for determining the shareholders entitled to receive notice of, and to vote at, the special meeting are May 5, 2014, with respect to the Company’s special meeting, and April 29, 2014, with respect to the Inland Diversified special meeting. The special meetings of shareholders of the Company and Inland Diversified will be held on June 24, 2014.