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RPT Realty (NYSE:RPT) ("RPT" or the "Company") announced today that, at a special meeting of the shareholders of RPT (the "Special Meeting"), the RPT shareholders approved the proposal necessary for the closing of the previously announced mergers pursuant to the Agreement and Plan of Merger, dated as of August 28, 2023 (the "Merger Agreement"), by and among Kimco Realty Corporation ("Kimco"), Kimco Realty OP, LLC, a Delaware limited liability company and wholly owned subsidiary of Kimco ("Kimco OP"), Tarpon Acquisition Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Kimco ("Merger Sub"), Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco OP ("OP Merger Sub"), RPT and RPT Realty, L.P., a Delaware limited partnership ("RPT OP"), whereby (i) OP Merger Sub will merge with and into RPT OP, with RPT OP surviving the partnership merger (the "Partnership Merger"), (ii) RPT will merge with and into Merger Sub (the "Company Merger" and, together with the Partnership Merger, the "Mergers"), with Merger Sub surviving the Company Merger as a wholly owned subsidiary of Kimco and (iii) immediately after the Company Merger, Kimco will contribute all outstanding membership interests of Merger Sub to Kimco OP.
At the Special Meeting, approximately 99.8% of the votes were cast for the approval of the Company Merger and the other transactions contemplated by the Merger Agreement, which represented approximately 87.6% of outstanding RPT common shares, including restricted shares, as of November 1, 2023, the record date of the Special Meeting.
The final voting results will be reported on a Form 8-K filed with the Securities and Exchange Commission by RPT with respect to the Special Meeting.
The Mergers are expected to close on January 2, 2024, subject to the satisfaction or waiver of customary closing conditions. Upon completion of the Mergers, pursuant to the terms of the Merger Agreement, (i) holders of RPT common shares will have the right to receive 0.6049 newly issued shares of Kimco common stock for each RPT common share that they own immediately prior to the effective time of the Company Merger and (ii) holders of RPT 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest (the "RPT Preferred Shares") will have the right to receive one depositary share representing one one-thousandth of a share of newly issued Kimco Class N Preferred Stock for each RPT Preferred Share that they own immediately prior to the effective time of the Company Merger. Upon completion of the Mergers, the common stock of the combined company will trade under the ticker symbol "KIM" on the NYSE, and RPT's common shares will be delisted from the NYSE.
Posted In: RPT
