Carter Validus Mission Critical REIT Inc., a publicly registered non-traded real estate investment trust, is urging its shareholders to reject the recent unsolicited tender offer launched by MacKenzie Realty Capital Inc.
MacKenzie is offering to purchase up to one million shares of REIT common stock for $3.16 per share in an offer that expires on May 31, 2019. Carter Validus Mission Critical REIT’s most recent NAV per share is $5.33 as of June 30, 2018, approximately 40.7 percent higher than the MacKenzie offer price.
MacKenzie launched similar tender offers in October 2018 and May 2018 and received approximately 0.05 percent and 0.03 percent in shares of the REIT’s then-outstanding common stock, respectively. MacKenzie and its affiliates currently own 155,015 shares, or 0.09 percent of the outstanding.
“The board believes that the [tender] offer represents an opportunistic attempt by MacKenzie to purchase shares at a low share price and make a profit and, as a result, deprive any company stockholders who tender their shares…of the potential opportunity to realize the long-term value of their investment,” the REIT said in a letter to shareholders.
Carter Validus Mission Critical REIT recently announced plans to merge with Carter Validus Mission Critical REIT II in a stock and cash transaction, potentially creating an entity valued at approximately $3.2 billion. If approved, the transaction is expected to close in the second half of 2019.
Carter Validus Mission Critical REIT owns a $1.2 billion portfolio comprised of 61 healthcare properties, as of March 2019. The company’s offering was declared effective by the SEC in December 2010 and closed in June 2014 after raising more than $1.7 billion in investor equity, according to Summit Investment Research.