Wellsford Real Properties, Inc. (AMEX:WRP) announced that it has
entered into a definitive merger agreement to acquire Reis, Inc.
(�Reis�). Reis stockholders will receive, in the aggregate,
approximately $34.6 million in cash and 4.2 million shares of newly
issued WRP common stock. It is expected that this transaction will
be tax-free to Reis stockholders except with respect to the cash
portion of the consideration received. This transaction values Reis
at an equity value of approximately $90 million. If the transaction
is consummated, WRP would abandon its previously adopted plan of
liquidation, but would continue with its program to dispose of its
remaining real estate assets through development and/or sale. Reis
is a leading, privately owned, real estate information and database
company, which provides U.S. commercial real estate market
information to real estate investors, lenders and other
professionals in the debt and equity capital markets. Its database
includes 250,000 properties covering 80 markets including office,
retail, apartment and industrial property types. Reis is
headquartered in New York City and has been gathering and analyzing
data and providing information to its subscribers and customers for
over 25 years. WRP has been an investor in Reis since 1998 and
currently holds convertible preferred shares equivalent to an
approximate 23% ownership interest in the company. The transaction
consideration as stated above will be paid to all stockholders of
Reis, excluding WRP. The other stockholders who hold the remaining
approximately 77% of Reis are corporate, institutional and high net
worth investors and Reis co-founders Lloyd Lynford and Jonathan
Garfield. The cash portion of the purchase price is to be funded by
a loan extended by BMO Capital Markets to Reis and WRP�s cash on
hand. Currently WRP has approximately 6,471,000 shares outstanding.
Upon completion of the merger, WRP would have approximately 10.7
million shares outstanding and change its corporate name to Reis,
Inc. Following the closing of the merger, Reis stockholders would
own approximately 40% of the combined company. The rules of the
American Stock Exchange require WRP stockholders to approve the
issuance of WRP shares of common stock to Reis stockholders, since
such an issuance would be greater than 20% of the shares currently
outstanding. The transaction, which is also subject to the approval
of the Reis stockholders, regulatory approvals and other customary
closing conditions, is expected to close in the first quarter of
2007. Lloyd Lynford and Jonathan Garfield, the chief executive
officer and executive vice president, respectively, of Reis, who
together own approximately 37% of the outstanding Reis shares, have
agreed to vote their Reis shares in favor of the merger. Their
shares, when combined with the shares WRP currently owns, totals
approximately 60% of the outstanding shares of Reis. Lloyd Lynford
is the brother of Jeffrey Lynford, the chief executive officer of
WRP. Because of this relationship the independent directors of WRP
considered and separately approved the proposed merger. WRP
retained the investment banking firm of Lazard and the law firm of
King & Spalding LLP to advise on a possible transaction with
Reis. Background and Reasons for the Acquisition of the Remaining
Reis Shares With the continuing influx of domestic and
international capital into U.S. commercial real estate, the
significant growth in the issuance of collateralized real estate
debt instruments and the re-emergence of REITs as a popular equity
investment, current and comprehensive real estate market
information has become an increasingly valuable tool for
institutional investors. Investors desire access to this data on a
daily basis in order to make informed buy/sell investment decisions
aggregating billions of dollars. Reis has a prominent position in
this marketplace as a data provider of the highest quality. In
evaluating its investment in Reis, WRP considered the possibility
of acquiring Reis with the hope of providing additional incremental
value for the WRP stockholders. Jeffrey Lynford, WRP�s Chairman and
CEO stated �This presents a unique opportunity which may create
incremental value for WRP stockholders in excess of amounts
contemplated under WRP�s 2005 Plan of Liquidation.� Reis has
retained the investment advisory firm of Houlihan Lokey Howard
& Zukin Financial Advisors, Inc. to perform services on its
behalf, and is being represented by the law firm of Bryan Cave LLP.
Governance After completion of the transaction, it is contemplated
that the Board of Directors will be comprised of nine members
including the six existing WRP directors, as well as Lloyd Lynford,
Jonathan Garfield, and another individual who has not been
identified at this time, but who will meet the appropriate
independence standards. Pursuant to the Merger Agreement, Lloyd
Lynford will serve as CEO and President of the combined entity.
Jeffrey Lynford and Jonathan Garfield will serve as the Chairman
and Executive Vice President of the combined entity, respectively.
The aforementioned officers will have three year employment
agreements. Impact on WRP�s Plan of Liquidation WRP stockholders
ratified a Plan of Liquidation (the �Plan�) in November 2005. If
the merger is consummated, the Plan will be abandoned. The Plan
provides for the orderly sale of each of WRP�s remaining assets
(which are either owned directly or through WRP�s joint ventures),
the collection of all outstanding loans from third parties, the
orderly disposition or completion of construction of development
properties, the discharge of all outstanding liabilities to third
parties and, after the establishment of appropriate reserves, the
distribution of all remaining cash to stockholders. The Plan also
permitted WRP�s Board of Directors to acquire more Reis shares
and/or discontinue the Plan without further stockholder approval.
If WRP�s stockholders approve the issuance of additional shares in
connection with the Reis acquisition and the transaction is
consummated, then WRP would change its basis of accounting from a
liquidation basis to a going-concern basis in accordance with
generally accepted accounting principles. Reis would be the primary
continuing business activity and the development and/or sale of the
remaining real estate properties would be a diminishing activity as
homes and/or land is sold. Under the liquidation basis of
accounting, assets are stated at their estimated net realization
value and liabilities are stated at their estimated settlement
amounts. WRP would be required to present its assets then owned at
the lower of historical cost or fair market value as of the date of
termination of the Plan. The termination of the Plan would result
in the retention by the combined entity of WRP�s cash balances and
subsequent cash flow from the sales of residential development
assets for working capital and re-investment purposes. Such cash
would not be distributed to stockholders as had been contemplated
under the Plan. As a consequence of the closing of the transaction
and termination of the Plan, it would be necessary to
recharacterize a portion of the December 14, 2005 cash distribution
of $14.00 per share from what may have been classified as a return
of capital for WRP stockholders at that time to taxable dividend
income. WRP is evaluating the amount of the distribution which
would be recharacterized as a taxable dividend. Company Information
For information regarding WRP visit www.wellsford.com. Additional
information with regard to the proposed merger, risk factors,
termination of the Plan of Liquidation, voting requirements, and
other information will be available at such time as a Registration
Statement is filed with the SEC. Forward Looking Statements and
Additional Information This press release, together with other
statements and information publicly disseminated by WRP, contains
certain forward-looking statements 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 statements
are typically preceded by words such as �believes,� �expects,�
�anticipates,� �intends,� �will,� �may,� �should,� or similar
expressions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of WRP to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
risks, factors and uncertainties include, but are not limited to,
the ability to gain governmental approvals of the merger on the
proposed terms and schedule; the failure of WRP�s stockholders to
approve the issuance of WRP common shares in connection with the
merger or the failure of Reis stockholders to approve the merger;
the risk that other conditions to the merger are not being
satisfied; the risk of successful integration of the two companies
and the risk that cost savings, as well as other synergies from the
merger, may not be realized or may take longer to realize than
expected; the risk that the combined companies may not perform as
anticipated; the ability to retain customers, independent
contractors and employees; and competition and its effects on
revenue, as well as the risks and uncertainties detailed from time
to time in the WRP�s filings with the Securities and Exchange
Commission (the �SEC�), including its most recently filed reports
on Forms 10-Q and 10-K. WRP expressly disclaims any obligations to
update any forward-looking statement as a result of developments
occurring after the date of this press release or to conform them
to actual results. In connection with the proposed transaction, a
registration statement, including a joint proxy
statement/prospectus and other materials, will be filed with the
SEC. WE URGE STOCKHOLDERS TO READ THE REGISTRATION STATEMENT AND
JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Stockholders will be
able to obtain free copies of the registration statement and joint
proxy statement/prospectus (when available), as well as other
filings containing information about WRP, without charge, at the
Securities and Exchange Commission�s website (www.sec.gov). In
addition, free copies of the registration statement and joint proxy
statement/prospectus will be (when filed), and WRP�s other SEC
filings are, also available on WRP�s website (www.wellsford.com).
WRP and its directors and executive officers and other members of
management are potential participants in the solicitation of
proxies with respect to stockholders voting on the issuance of WRP
common shares in the merger. Information regarding WRP�s directors
and executive officers is available in WRP�s proxy statement for
its 2006 annual meeting of stockholders, filed with the SEC on
April�28, 2006. Additional information regarding the interests of
such potential participants will be included in the proxy statement
and the other relevant documents filed with the SEC when they
become available. Wellsford Real Properties, Inc. (AMEX:WRP)
announced that it has entered into a definitive merger agreement to
acquire Reis, Inc. ("Reis"). Reis stockholders will receive, in the
aggregate, approximately $34.6 million in cash and 4.2 million
shares of newly issued WRP common stock. It is expected that this
transaction will be tax-free to Reis stockholders except with
respect to the cash portion of the consideration received. This
transaction values Reis at an equity value of approximately $90
million. If the transaction is consummated, WRP would abandon its
previously adopted plan of liquidation, but would continue with its
program to dispose of its remaining real estate assets through
development and/or sale. Reis is a leading, privately owned, real
estate information and database company, which provides U.S.
commercial real estate market information to real estate investors,
lenders and other professionals in the debt and equity capital
markets. Its database includes 250,000 properties covering 80
markets including office, retail, apartment and industrial property
types. Reis is headquartered in New York City and has been
gathering and analyzing data and providing information to its
subscribers and customers for over 25 years. WRP has been an
investor in Reis since 1998 and currently holds convertible
preferred shares equivalent to an approximate 23% ownership
interest in the company. The transaction consideration as stated
above will be paid to all stockholders of Reis, excluding WRP. The
other stockholders who hold the remaining approximately 77% of Reis
are corporate, institutional and high net worth investors and Reis
co-founders Lloyd Lynford and Jonathan Garfield. The cash portion
of the purchase price is to be funded by a loan extended by BMO
Capital Markets to Reis and WRP's cash on hand. Currently WRP has
approximately 6,471,000 shares outstanding. Upon completion of the
merger, WRP would have approximately 10.7 million shares
outstanding and change its corporate name to Reis, Inc. Following
the closing of the merger, Reis stockholders would own
approximately 40% of the combined company. The rules of the
American Stock Exchange require WRP stockholders to approve the
issuance of WRP shares of common stock to Reis stockholders, since
such an issuance would be greater than 20% of the shares currently
outstanding. The transaction, which is also subject to the approval
of the Reis stockholders, regulatory approvals and other customary
closing conditions, is expected to close in the first quarter of
2007. Lloyd Lynford and Jonathan Garfield, the chief executive
officer and executive vice president, respectively, of Reis, who
together own approximately 37% of the outstanding Reis shares, have
agreed to vote their Reis shares in favor of the merger. Their
shares, when combined with the shares WRP currently owns, totals
approximately 60% of the outstanding shares of Reis. Lloyd Lynford
is the brother of Jeffrey Lynford, the chief executive officer of
WRP. Because of this relationship the independent directors of WRP
considered and separately approved the proposed merger. WRP
retained the investment banking firm of Lazard and the law firm of
King & Spalding LLP to advise on a possible transaction with
Reis. Background and Reasons for the Acquisition of the Remaining
Reis Shares With the continuing influx of domestic and
international capital into U.S. commercial real estate, the
significant growth in the issuance of collateralized real estate
debt instruments and the re-emergence of REITs as a popular equity
investment, current and comprehensive real estate market
information has become an increasingly valuable tool for
institutional investors. Investors desire access to this data on a
daily basis in order to make informed buy/sell investment decisions
aggregating billions of dollars. Reis has a prominent position in
this marketplace as a data provider of the highest quality. In
evaluating its investment in Reis, WRP considered the possibility
of acquiring Reis with the hope of providing additional incremental
value for the WRP stockholders. Jeffrey Lynford, WRP's Chairman and
CEO stated "This presents a unique opportunity which may create
incremental value for WRP stockholders in excess of amounts
contemplated under WRP's 2005 Plan of Liquidation." Reis has
retained the investment advisory firm of Houlihan Lokey Howard
& Zukin Financial Advisors, Inc. to perform services on its
behalf, and is being represented by the law firm of Bryan Cave LLP.
Governance After completion of the transaction, it is contemplated
that the Board of Directors will be comprised of nine members
including the six existing WRP directors, as well as Lloyd Lynford,
Jonathan Garfield, and another individual who has not been
identified at this time, but who will meet the appropriate
independence standards. Pursuant to the Merger Agreement, Lloyd
Lynford will serve as CEO and President of the combined entity.
Jeffrey Lynford and Jonathan Garfield will serve as the Chairman
and Executive Vice President of the combined entity, respectively.
The aforementioned officers will have three year employment
agreements. Impact on WRP's Plan of Liquidation WRP stockholders
ratified a Plan of Liquidation (the "Plan") in November 2005. If
the merger is consummated, the Plan will be abandoned. The Plan
provides for the orderly sale of each of WRP's remaining assets
(which are either owned directly or through WRP's joint ventures),
the collection of all outstanding loans from third parties, the
orderly disposition or completion of construction of development
properties, the discharge of all outstanding liabilities to third
parties and, after the establishment of appropriate reserves, the
distribution of all remaining cash to stockholders. The Plan also
permitted WRP's Board of Directors to acquire more Reis shares
and/or discontinue the Plan without further stockholder approval.
If WRP's stockholders approve the issuance of additional shares in
connection with the Reis acquisition and the transaction is
consummated, then WRP would change its basis of accounting from a
liquidation basis to a going-concern basis in accordance with
generally accepted accounting principles. Reis would be the primary
continuing business activity and the development and/or sale of the
remaining real estate properties would be a diminishing activity as
homes and/or land is sold. Under the liquidation basis of
accounting, assets are stated at their estimated net realization
value and liabilities are stated at their estimated settlement
amounts. WRP would be required to present its assets then owned at
the lower of historical cost or fair market value as of the date of
termination of the Plan. The termination of the Plan would result
in the retention by the combined entity of WRP's cash balances and
subsequent cash flow from the sales of residential development
assets for working capital and re-investment purposes. Such cash
would not be distributed to stockholders as had been contemplated
under the Plan. As a consequence of the closing of the transaction
and termination of the Plan, it would be necessary to
recharacterize a portion of the December 14, 2005 cash distribution
of $14.00 per share from what may have been classified as a return
of capital for WRP stockholders at that time to taxable dividend
income. WRP is evaluating the amount of the distribution which
would be recharacterized as a taxable dividend. Company Information
For information regarding WRP visit www.wellsford.com. Additional
information with regard to the proposed merger, risk factors,
termination of the Plan of Liquidation, voting requirements, and
other information will be available at such time as a Registration
Statement is filed with the SEC. Forward Looking Statements and
Additional Information This press release, together with other
statements and information publicly disseminated by WRP, contains
certain forward-looking statements 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 statements
are typically preceded by words such as "believes," "expects,"
"anticipates," "intends," "will," "may," "should," or similar
expressions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of WRP to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such
risks, factors and uncertainties include, but are not limited to,
the ability to gain governmental approvals of the merger on the
proposed terms and schedule; the failure of WRP's stockholders to
approve the issuance of WRP common shares in connection with the
merger or the failure of Reis stockholders to approve the merger;
the risk that other conditions to the merger are not being
satisfied; the risk of successful integration of the two companies
and the risk that cost savings, as well as other synergies from the
merger, may not be realized or may take longer to realize than
expected; the risk that the combined companies may not perform as
anticipated; the ability to retain customers, independent
contractors and employees; and competition and its effects on
revenue, as well as the risks and uncertainties detailed from time
to time in the WRP's filings with the Securities and Exchange
Commission (the "SEC"), including its most recently filed reports
on Forms 10-Q and 10-K. WRP expressly disclaims any obligations to
update any forward-looking statement as a result of developments
occurring after the date of this press release or to conform them
to actual results. In connection with the proposed transaction, a
registration statement, including a joint proxy
statement/prospectus and other materials, will be filed with the
SEC. WE URGE STOCKHOLDERS TO READ THE REGISTRATION STATEMENT AND
JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE AND BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Stockholders will be
able to obtain free copies of the registration statement and joint
proxy statement/prospectus (when available), as well as other
filings containing information about WRP, without charge, at the
Securities and Exchange Commission's website (www.sec.gov). In
addition, free copies of the registration statement and joint proxy
statement/prospectus will be (when filed), and WRP's other SEC
filings are, also available on WRP's website (www.wellsford.com).
WRP and its directors and executive officers and other members of
management are potential participants in the solicitation of
proxies with respect to stockholders voting on the issuance of WRP
common shares in the merger. Information regarding WRP's directors
and executive officers is available in WRP's proxy statement for
its 2006 annual meeting of stockholders, filed with the SEC on
April 28, 2006. Additional information regarding the interests of
such potential participants will be included in the proxy statement
and the other relevant documents filed with the SEC when they
become available.
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