Kimco Realty Co, an operator of grocery-anchored shopping malls and Weingarten Realty Investors, a grocery-anchored Sun Belt shopping center owner, manager and developer, have closed their previously announced merger. As a result, Kimco will continue being traded on the New York Stock Exchange. Kimco anticipates it will incur merger-related costs in the range of $50 million to $60 million.
JERICHO, N.Y.–(BUSINESS WIRE)–Kimco Realty Corp. (NYSE: KIM), one of North America’s largest publicly traded owners and operators of open-air, grocery-anchored shopping centers and mixed-use assets, and Weingarten Realty Investors (NYSE: WRI), a grocery-anchored Sun Belt shopping center owner, manager and developer, today announced the completion of their previously announced merger, whereby Weingarten Realty Investors merged with and into Kimco Realty Corp., with Kimco continuing as the surviving public company. The transaction brings together two industry-leading retail real estate platforms with highly complementary portfolios, creating the preeminent open-air, grocery-anchored shopping center and mixed-use real estate owner in the country. The increased scale in targeted growth markets, coupled with a broader pipeline of redevelopment opportunities, positions the company to create significant value for its stockholders.
“We are pleased to announce the successful completion of our merger with Weingarten,” stated Conor Flynn, Chief Executive Officer of Kimco. “This strategic combination, designed to drive long-term growth and value creation, results in an expanded and more diversified portfolio with embedded growth opportunities while further strengthening our financial profile. We look forward to the rapid integration of our platforms across our key Sun Belt markets, the realization of significant economies of scale, and the extraordinary potential of untapped redevelopment opportunities.”
As a result of this transaction, Kimco anticipates it will incur merger-related costs in the range of $50 million to $60 million, or an impact of approximately $(0.09) to $(0.11) per diluted share on Net Income and Funds From Operations (FFO) available to common shareholders during the third quarter. The company will provide an update to its full year 2021 outlook to incorporate the impact of the merger, including the merger-related costs, on Net Income and FFO when it reports third quarter earnings.
The completion of the transaction follows the satisfaction of all conditions to the closing of the merger, including receipt of approvals of the merger by Kimco stockholders and Weingarten shareholders. Pursuant to the terms of the definitive merger agreement entered into by and between Kimco and Weingarten on April 15, 2021, Weingarten shareholders are entitled to receive 1.408 newly issued shares of Kimco common stock plus $2.20 in cash, after adjustment for the Weingarten special dividend of $0.69 per Weingarten common share paid on August 2, for each Weingarten common share that they owned immediately prior to the effective time of the merger. The common stock of the combined company will trade under the symbol “KIM” on the NYSE, and Weingarten’s common shares will be suspended from trading on the NYSE effective as of the opening of trading on August 4, 2021.
Barclays and Lazard acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Kimco in connection with the merger. J.P. Morgan acted as exclusive financial advisor and Dentons acted as legal advisor to Weingarten.
Kimco Realty Corp. (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, N.Y. that is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and mixed-use assets. The company’s portfolio is primarily concentrated in the first-ring suburbs of the top major metropolitan markets, including those in high barrier-to-entry coastal markets and rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services that drive multiple shopping trips per week. Kimco is also committed to leadership in environmental, social and governance (ESG) issues and is a recognized industry leader in these areas. Publicly traded on the NYSE since 1991, and included in the S&P 500 Index, the company has specialized in shopping center ownership, management, acquisitions, and value enhancing redevelopment activities for more than 60 years. As of June 30, 2021, the company owned interests in 398 U.S. shopping centers and mixed-use assets comprising 70 million square feet of gross leasable space. For further information, please visit www.kimcorealty.com.