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Published on 1/25/2007 in the Prospect News Special Situations Daily.

Blackstone ups purchase price in merger with Equity Office to $54 per share; closing expected on Feb. 8

By Jennifer Chiou

New York, Jan. 25 - Equity Office Properties Trust announced a $5.50 per share increase in the consideration of its merger agreement, under which affiliates of The Blackstone Group will acquire all of the common stock of Equity Office for $54.00 per share in cash in a transaction valued at $38.3 billion.

The augmented purchase price represents an 11.3% increase over the original $48.50 price per share and also represents a premium of 27.8% over the average closing price of Equity Office's shares for the 30 trading-day period prior to Nov. 19 - when the merger agreement was announced.

The special meeting of shareholders to vote on the merger agreement will take place on Feb. 5 and completion of the merger is expected for Feb. 8.

As already announced, the amendment was entered into following receipt by Equity Office of an unsolicited, non-binding proposal letter received from Dove Parent LLC, an entity formed by Vornado Realty Trust, Starwood Capital Group Global, LLC and Walton Street Capital, LLC.

The non-binding proposal letter stated that the group proposed to acquire Equity Office for $52.00 per share, payable 60% in cash and 40% in Vornado Realty Trust shares.

Linked to the increased cash purchase price, the termination fee payable to Blackstone under certain circumstances has been increased to $500 million from $200 million.

Also, as part of the amendment, the consideration to be paid by Blackstone for the class A units in EOP Operating LP was also increased from $48.50 per unit to $54.00 per unit, payable in cash.

Equity Office's board of trustees has unanimously approved the amendment to the merger agreement and continues to recommend the approval of the transaction with Blackstone by Equity Office's common shareholders.

Chicago-based Equity Office owns and manages commercial properties.

Issuers:Equity Office Properties Trust, The Blackstone Group
Proposed merger:Blackstone to acquire all Equity Office stock
Purchase price:$54.00 per share (increased from $48.50 per share)
Announcement date:Nov. 19
Shareholders' meeting:Feb. 5
Expected closing:Feb. 8

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