Item 8.01. Other Events.
As previously disclosed, on November 22, 2021, the Board of Directors (the
"Board") of Columbia Property Trust, Inc. ("Columbia") declared a special cash
dividend of $2.17 payable on December 8, 2021, in connection with and subject to
the completion of the proposed transaction (the "Merger") between Columbia and
affiliates of funds managed by Pacific Investment Management Company LLC. On
December 1, 2021 the Board revised the record date for determining stockholders
eligible to receive the special dividend to close of business on December 7,
2021; however, there is no change to the treatment of the special dividend in
the Merger, and as previously disclosed, in the Merger, the merger consideration
of $19.30 per share in cash will be decreased by an amount equal to the per
share amount of the special dividend, such that holders of common stock will
receive an aggregate of $19.30 per share in cash in merger consideration and the
special dividend.
Forward-Looking Statements:
Certain statements in this communication may constitute forward-looking
statements of Columbia within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on management's current
expectations and involve a number of risks and uncertainties. Some of the
factors that may affect outcomes and results include, but are not limited to:
(i) risks associated with Columbia's ability to obtain the stockholder approval
required to consummate the proposed transaction and the timing of the closing of
the proposed transaction, including the risks that the conditions to closing
will not be satisfied within the expected timeframe or at all, or that the
closing of the proposed transaction will not occur, (ii) the outcome of any
legal proceedings that may be instituted against the parties and others related
to the proposed transaction, (iii) unanticipated difficulties or expenditures
relating to the proposed transaction, the response of business partners and
competitors to the announcement of the proposed transaction, and/or potential
difficulties in employee retention as a result of the announcement and pendency
of the proposed transaction, (iv) changes affecting the real estate industry and
changes in financial markets, interest rates and foreign currency exchange
rates, (v) maintenance of real estate investment trust ("REIT") status, (vi)
availability of financing and capital, to Columbia and/or in connection with the
proposed transaction, (vii) changes in demand for developed properties, (viii)
changes in national, international, regional and local economic climates, and
(ix) those additional risks and uncertainties set forth in Columbia 's filings
with the U.S. Securities and Exchange Commission ("SEC"), including its most
recent annual report on Form 10-K. Columbia cautions readers not to place undue
reliance on these forward-looking statements, which are based on current
expectations and speak as of the date of such statements. Columbia makes no
representations or warranties (express or implied) about the accuracy of, nor do
they intend to publicly update or revise any such forward-looking statements
contained herein, whether as a result of new information, future events or
otherwise, except for such updates as may be required by law.
Important Additional Information and Where to Find It
This communication relates to the proposed transaction involving Columbia. In
connection with the proposed transaction with PIMCO, Columbia has filed relevant
materials with the SEC, including a definitive proxy statement (the "Proxy
Statement"). This communication is not a substitute for the Proxy Statement or
for any other document that Columbia may file with the SEC and send to
Columbia's stockholders in connection with the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF COLUMBIA ARE STRONGLY ENCOURAGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain the Proxy Statement, any amendments or supplements to
the Proxy Statement and other documents filed by Columbia with the SEC for no
charge at the SEC's website at www.sec.gov. Copies will also be available at no
charge in the Investors section of Columbia's corporate website at
www.columbia.reit.
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Participants in the Solicitation
Columbia, its directors and certain of its executive officers may be deemed to
be participants in the solicitation of proxies with respect to the proposed
transaction. Information regarding the names of Columbia's directors and
executive officers and certain other individuals and their respective interests
in Columbia by security holdings or otherwise is set forth in the Annual Report
on Form 10-K of Columbia for the fiscal year ended December 31, 2020, which was
filed with the SEC on February 18, 2021, its proxy statement for its 2021 annual
meeting of stockholders, which was filed with the SEC on April 8, 2021, the
Proxy Statement which was filed with the SEC on October 26, 2021 and other
filings filed with the SEC. Additional information regarding the participants in
the proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in other relevant
materials to be filed with the SEC when they become available.
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