As
previously disclosed, on February 22, 2023, INDUS Realty Trust, Inc., a Maryland corporation (the “Company”), IR Parent, LLC,
a Delaware limited liability company (“Parent”), and IR Merger Sub II, Inc., a Maryland corporation and a wholly-owned subsidiary
of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth
therein, Merger Sub will be merged with and into the Company (the “Merger”). Upon completion of the Merger, the Company will
survive as a wholly-owned subsidiary of Parent and the separate corporate existence of Merger Sub will cease. The Merger and the other
transactions contemplated by the Merger Agreement were approved and declared advisable by the board of directors of the Company. The Parent
Parties are affiliates of GIC Real Estate, Inc., a global institutional investor, and Centerbridge Partners, L.P., a private investment
management firm.
Also
as previously disclosed, the consummation of the Merger was conditioned upon, among other things, the approval of the Merger by the European
Commission under Council Regulation (EC) No. 139/2004 (as amended) (the “EU Merger Regulation”). On May 10, 2023, the European Commission unconditionally approved the Merger under the EU Merger Regulation.
The
special meeting of the Company’s stockholders to vote on a proposal to approve the Merger is currently scheduled for May 17, 2023
(the “Special Meeting”).
The Company anticipates that
the Merger will be consummated in summer 2023, subject to the satisfaction of the remaining conditions to the Merger. The Company cannot
predict when or if all of the conditions to the Merger will be satisfied or, to the extent permissible, waived, including the required
approval of the Company’s stockholders at the Special Meeting and the clearance of the Merger by the Committee on Foreign Investment
in the United States.
Additional Information
and Where to Find It
In
connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission (“SEC”) a proxy
statement on Schedule 14A on April 14, 2023. Promptly after filing its definitive proxy statement with the SEC, the Company commenced
a mailing process to deliver the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting
relating to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY HAS FILED OR FILES
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive
proxy statement, the preliminary proxy statement and any other documents filed by the Company with the SEC may be obtained free of charge
at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://www.indusrt.com.
Participants in
the Solicitation
The
Company and its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the
Company’s stockholders with respect to the proposed transaction. Information about the Company’s directors and executive officers
and their ownership of the Company’s securities is set forth in the Company’s Annual Report on Form 10-K/A for the year ended
December 31, 2022, filed with the SEC on April 28, 2023, and subsequent documents filed with the SEC.
Additional
information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests
in the proposed transaction, by security holdings or otherwise, are set forth in the proxy statement and other materials to be filed with
the SEC in connection with the proposed transaction when they become available.
Cautionary Statement
Regarding Forward Looking Statements
Some
of the statements contained in this release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking
statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking
terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the
negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which
do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The
forward-looking statements contained in this release reflect the Company’s current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the
Company, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement,
which risks and uncertainties include, but are not limited to: the ability to complete the proposed Merger on the proposed terms or on
the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction
of other closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement relating to the proposed Merger; risks that the proposed Merger disrupts the Company’s current
plans and operations or diverts the attention of the Company’s management or employees from ongoing business operations; the risk
of potential difficulties with the Company’s ability to retain and hire key personnel and maintain relationships with customers
and other third parties as a result of the proposed Merger; the failure to realize the expected benefits of the proposed Merger; the risk
that the proposed Merger may involve unexpected costs and/or unknown or inestimable liabilities; the risk that the Company’s business
may suffer as a result of uncertainty surrounding the proposed Merger; the risk that stockholder litigation in connection with the proposed
Merger may affect the timing or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability;
effects relating to the announcement of the Merger or any further announcements or the consummation of the proposed Merger on the market
price of the Company’s common stock.
While
forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance or events. Any
forward-looking statement speaks only as of the date on which it was made. The Company disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future
events or other changes. For a further discussion of these and other factors that could cause the Company’s future results to differ
materially from any forward-looking statements, see the section entitled “Risk Factors” in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023, as updated by the Company’s subsequent periodic
reports filed with the SEC.
