MCB proposes to acquire Whitestone REIT for $15.20 per share

Published 04/11/2025, 14:06
MCB proposes to acquire Whitestone REIT for $15.20 per share

BALTIMORE - MCB Real Estate, the largest actively managed shareholder of Whitestone REIT (NYSE:WSR) with a 9.2% stake, announced Tuesday it is proposing to acquire all outstanding shares of Whitestone for $15.20 per share in cash. The retail property REIT, which currently trades at $12.56 with a market capitalization of approximately $649 million, has maintained dividend payments for 16 consecutive years.

The all-cash offer represents a 21% premium to Whitestone's share price and a 25% premium to its 30-day volume-weighted average price as of November 3, according to a press release statement from MCB. The offer also exceeds the current analyst high target of $16 per share for WSR, which InvestingPro data indicates is currently trading below its Fair Value.

MCB, which manages approximately $3 billion in assets, stated its proposal is backed by fully committed equity and debt financing supported by Wells Fargo. The firm indicated there is no financing contingency for the proposed transaction.

This marks MCB's second attempt to acquire Whitestone. The company noted that Whitestone's board rejected its previous $15 per share offer in October 2024 without engaging in discussions.

In its announcement, MCB criticized Whitestone's performance since rejecting the earlier offer, stating the REIT has delivered negative total shareholder returns of approximately 6.6% during that period.

MCB urged Whitestone shareholders to pressure the board to either engage with its proposal or initiate a public strategic alternatives process to maximize shareholder value. The firm stated it intends to vote against the entire Whitestone board at the next annual meeting if the company fails to engage.

Whitestone REIT, which owns and operates retail properties, has not yet issued a public response to the proposal.

MCB has engaged Vinson & Elkins LLP as legal counsel and Wells Fargo as financial advisor for the proposed transaction.

In other recent news, Whitestone REIT reported stronger-than-expected earnings for Q3 2025. The company's earnings per share were $0.35, significantly surpassing the projected $0.10. Additionally, revenue reached $41 million, exceeding the anticipated $39.13 million. In a strategic move, Whitestone REIT also announced the acquisition of Ashford Village, an 81,407 square-foot grocery-anchored shopping center in Houston. This acquisition marks the company's 10th neighborhood shopping center in the city, with Seiwa Market as the anchor tenant. These developments highlight Whitestone REIT's ongoing expansion and financial performance. Despite the positive earnings report, the stock saw a minor decline in pre-market trading.

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