Inland Investors Approve Merger with DRA

Inland Real Estate Corp.'s common stockholders have approved the merger between the company and a DRA Advisors subsidiary.

By Keith Loria, Contributing Editor

Thomas D'Arcy of Inland Real Estate Corp.
Thomas D’Arcy of Inland Real Estate Corp.

ChicagoInland Real Estate Corp.’s common stockholders have approved the proposed merger between the company and Midwest Retail Acquisition Corp., an indirect wholly owned subsidiary of DRA Growth and Income Fund VIII LLC.

The merger agreement was first brought to light in December. At the time, Bloomberg reported that DRA would acquire Inland for roughly $1.07 billion in cash.

“The board has been focused on the options available to address the long-term discount at which the company’s shares have traded versus private market valuations and its shopping center REIT peers,” Thomas D’Arcy, IRC’s non-executive chairman, said in a company release at the time. “The board unanimously believes this all-cash offer is the best course of action to address this valuation gap and provide our stockholders with strong relative value for their investment.”

A spokesperson for Inland noted that though the shareholder approval was a key benchmark, there are still other conditions that must be met before the acquisition can be closed, which is expected to happen in the next week.

Once it is fully closed, each share of Inland Real Estate Corp.’s common stock will be converted into the right to receive $10.60 in cash, without interest and less applicable withholding taxes. IRC stockholders of record will receive a letter of transmittal and instructions on how to submit their certificates representing the company’s common stock in exchange for the merger consideration.

“We are excited to enter into an agreement to acquire Inland Real Estate Corporation,” David Luski, DRA president, said in December. “IRC is a company with quality assets, a strong management team and great long-term potential. We look forward to closing the transaction and adding the IRC platform to our portfolio.”

Additionally, the merger agreement requires the post-merger surviving company to exercise its special optional redemption right with respect to all of the company’s issued and outstanding 8.125 percent Series A Cumulative Redeemable Preferred Stock and 6.95 percent Series B Cumulative Redeemable Preferred Stock within 15 days after the closing of the merger.

Inland Real Estate was the first REIT launched by the Inland Group back in 1994.