Item 2.01 Completion of an Acquisition or Disposition of Assets.
On
Pursuant to the terms of the Merger Agreement, at the Effective Time, each
common share of beneficial interest, par value
In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of restricted WRI common shares outstanding immediately prior to the Effective Time became fully vested, with any applicable performance goals deemed satisfied at the target level, and was cancelled and converted into the right to receive the Merger Consideration with respect to each WRI common share subject to such WRI restricted share award.
The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1 - Merger Proposal
The Merger Proposal was approved by the following vote:
For Against Abstain Broker Non-Votes 369,650,384 229,319 757,713 N/A
Proposal 2 - Adjournment Proposal
In connection with the Special Meeting, the Board of Directors of the Company
also solicited proxies with respect to a proposal to adjourn the Special
Meeting, if necessary or appropriate, to solicit additional proxies in favor of
the Merger Proposal if there are insufficient votes at the time of such
adjournment to approve the Merger Proposal. The adjournment proposal was not
submitted to
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Item 7.01 Regulation FD Disclosure.
On
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of WRI and its subsidiaries as of
The unaudited consolidated balance sheet of WRI and its subsidiaries as of
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofApril 15, 2021 , by and betweenKimco Realty Corporation and Weingarten Realty Investors (incorporated by reference to Exhibit 2.1 toKimco Realty Corporation's Current Report on Form 8-K filed onApril 15, 2021 ).* 23.1 Consent ofDeloitte & Touche LLP . 99.1 Press Release, datedAugust 4, 2021 . 99.2 Audited consolidated balance sheets of Weingarten Realty Investors and its subsidiaries as ofDecember 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, equity and cash flows, for each of the three years in the period endedDecember 31, 2020 (incorporated by reference to Weingarten Realty Investors' Annual Report on Form 10-K filed onFebruary 26, 2021 ). 99.3 Unaudited consolidated balance sheet of Weingarten Realty Investors and its subsidiaries as ofJune 30, 2021 , and the related consolidated statements of operations, comprehensive income, equity and cash flows for the three-month periods and the six-month periods endedJune 30, 2021 and 2020 (incorporated by reference to Weingarten Realty Investors' Quarterly Report on Form 10-Q filed onAugust 2, 2021 ). 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to theSEC a copy of any omitted schedule upon request by theSEC .
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