Kimco Realty Corporation (NYSE:KIM) entered into a definitive merger agreement to acquire Weingarten Realty Investors (NYSE:WRI) from Andrew M. Alexander, Stanford J. Alexander and others for $3.8 billion on April 15, 2021. Under the terms of the merger agreement, each Weingarten common share will be converted into 1.408 newly issued shares of Kimco common stock plus $2.89 in cash. This represents a total consideration of approximately $30.32 per Weingarten share. On July 15, 2021, WRI's board of trust managers declared a special cash distribution of $0.69 per WRI common share (the “Special Distribution”) payable on August 2, 2021 to shareholders of record on July 28, 2021. The Special Distribution is being paid in connection with the anticipated merger and to satisfy the REIT taxable income distribution requirements. Under the terms of the merger agreement, WRI's payment of the Special Distribution adjusts the cash consideration to be paid by Kimco Realty at the closing of the merger from $2.89 per WRI common share to $2.20 per WRI common share, and does not affect the payment of the share consideration of 1.408 newly issued shares of Kimco Realty common stock for each WRI common share owned immediately prior to the effective time of the merger. The consideration represents $3.9 billion equity value and $5.9 billion transaction value. Under the agreement, Weingarten will merge with and into Kimco, with Kimco continuing as the surviving public company. On a pro forma basis, following the closing of the transaction, Kimco shareholders are expected to own approximately 71% of the combined company's equity, and Weingarten shareholders are expected to own approximately 29%. The combined company will retain the Kimco Realty Corporation name and will continue to trade under the ticker symbol KIM (NYSE) and Weingarten's common shares will be suspended from trading on the NYSE effective as of the opening of trading on August 4, 2021.

The agreement may be terminated under certain circumstances pursuant to which Weingarten will be required to pay a termination fee of the lesser of $115 million if merger is not consummated by January 15, 2022 or the maximum amount that could be paid to Kimco without causing it to fail to meet the REIT requirements for such year. Upon closing, the number of Directors on Kimco's Board of Directors will be expanded to nine, with one member of the existing Board of Trust Managers of Weingarten to be appointed to the Kimco Board. Milton Cooper will continue to serve as Executive Chairman of the Board of Directors of the combined company. Mary Hogan Preusse will continue to serve as Lead Independent Director for the combined company. The Kimco management team will lead the combined company, with Conor Flynn as Chief Executive Officer, Ross Cooper as President and Chief Investment Officer, David Jamieson as Chief Operating Officer and Glenn G. Cohen as Chief Financial Officer. Kimco intends to maintain its current dividend level post- closing. Upon completion of the merger, the combined company's headquarters will remain in Jericho, N.Y.

The transaction is subject to customary closing conditions, including the approval of both Kimco and Weingarten shareholders; the authorization for listing of Kimco's common stock to be issued in connection with the merger on the New York Stock Exchange; the effectiveness of the registration statement on Form S- 4 to be filed by Kimco pursuant to which shares of Kimco's common stock to be issued in connection with the merger are registered with the SEC; the absence of any order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any law that makes the consummation of the Merger illegal; accuracy of each party's representations and warranties, subject in most cases to materiality or material adverse effect qualifications; material compliance with each party's covenants and receipt by each of Kimco and Weingarten of an opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and of an opinion as to the qualification of Weingarten and Kimco, respectively, as a real estate investment trust (“REIT”) under the Code. The Board of Directors of Kimco Realty Corporation and the Board of Trust Managers of Weingarten Realty Investors has unanimously approved the agreement. Kimco's Board of Directors has unanimously resolved to recommend that Kimco's common stockholders approve the merger, and Weingarten's Board of trust managers has unanimously resolved to recommend that the Weingarten shareholders approve the merger agreement. Merger Proposal requires approval by two-thirds of the outstanding shares. Andrew M. Alexander and Stanford J. Alexander, who collectively beneficially own approximately 5.4% of the outstanding Weingarten common shares have entered into a voting agreement pursuant to which they have agreed to vote their respective Weingarten common Shares in favor of the merger. The WRI special meeting will be held on August 3, 2021. At special meeting held on August 3, 2021 Kimco stockholders and Weingarten shareholders approved the merger. The parties currently expect the transaction to close during the second half of 2021. As of July 15, 2021, the merger is expected to close on August 3, 2021. The combined company is expected to realize annualized cost synergies of $35 to $38 million on a GAAP basis (excluding accounting adjustments) and $31 to $34 million on a cash basis. These synergies are expected to be substantially realized in the first full fiscal year post completion of the transaction. The transaction is expected to be immediately accretive to key earnings metrics while deleveraging balance sheet.

J.P. Morgan Securities LLC acted as exclusive financial advisor to Weingarten and provided fairness opinion to the Board of Trust Managers of Weingarten. Barclays Capital Inc. and Lazard Freres & Co. LLC acted as financial advisors to Kimco and provided fairness opinion to the Board of Directors of Kimco. Toni Weinstein, Don Hammett, Raleigh Johnston and Matthew Garms of Dentons US LLP acted as legal advisor to Weingarten. David E. Shapiro and Steven R. Green of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Kimco. Kimco paid Barclays $1,500,000 upon the delivery of Barclays' opinion, which is referred to as the “Opinion Fee,” which amount is credited against the fees described below. The Opinion Fee was not contingent upon the conclusion of Barclays' opinion or the consummation of the Merger. Base compensation of $12,000,000, plus an additional fee of up to $4,000,000 payable in Kimco's sole discretion, will be payable on completion of the Merger against which the Opinion Fee will be credited. In addition, Kimco has agreed to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the Merger. Kimco board of directors, Kimco agreed to pay Lazard an aggregate fee of $6.0 million, $1.5 million of which was payable upon the rendering of Lazard's opinion, and $4.5 million of which is payable contingent upon consummation of the Merger. WRI has agreed to pay J.P. Morgan an estimated fee of approximately $30.1 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the Merger. The registrar and transfer agent for Kimco's common stock is EQ Shareowner Services. Alliance Advisors, LLC is acting as proxy solicitor to Kimco for a fee of $16,000. Innisfree M&A Inc. is acting as proxy solicitor to Weingarten for a fee of $25,000.

Kimco Realty Corporation (NYSE:KIM) completed the acquisition of Weingarten Realty Investors (NYSE:WRI) from Andrew M. Alexander, Stanford J. Alexander and others on August 3, 2021. The completion of the transaction follows the satisfaction of all conditions to the closing of the merger, including receipt of approvals of the merger by Kimco stockholders and Weingarten shareholders.