(Bloomberg) -- Starwood Capital Group plans to solicit votes against Monmouth Real Estate Investment Corp.’s deal to sell itself to Sam Zell’s Equity Commonwealth, ratcheting up the fight for the industrial property company.
Starwood argued its competing proposal to acquire the company provides Monmouth shareholders with greater value and certainty than the Equity Commonwealth deal, according to a filing late Tuesday.
Starwood said its bid provides net consideration of $18.88 in cash for each Monmouth share, versus $17.88 a share in stock for the Equity Commonwealth deal, based on Tuesday’s close.
“Monmouth’s board continues to recommend an inferior transaction that denies shareholders the ability to realize significant additional value,” Ethan Bing, a Starwood managing director, said in a statement Wednesday. “We believe Monmouth shareholders should protect their own best interests by voting against the EQC transaction and urge their board to accept Starwood Capital’s superior proposal and allow shareholders to vote on that proposal.”
A representative for Monmouth wasn’t immediately available to comment.
Monmouth’s board rejected the unsolicited cash offer from Starwood last week, arguing its all-share friendly deal with Equity Commonwealth represented the best opportunity for its investors to maximize value.
Starwood called the move “highly disappointing” at the time and argued its offer would provide investors with $100 million in additional value -- a 5.6% premium to the implied Equity Commonwealth price. Starwood said it expected Monmouth shareholders to be equally disappointed and to vote against the deal with Zell.
It also said in the statement Wednesday that its offer is fully financed and requires no further diligence or approvals, unlike the requirement that Equity Commonwealth shareholders support its own deal.
Starwood, which is led by Barry Sternlicht, said plans to solicit votes against the Equity Commonwealth deal.
Monmouth, a Holmdel, New Jersey-based real estate investment trust focused on industrial property, agreed in May to be acquired by Equity Commonwealth in an all-share deal currently valued at roughly $2.7 billion, including debt.
The company subsequently received an all-cash offer from another unnamed suitor for $18.70 a share, which amounted to a purchase price of $19.51 a share that would be reduced by about $62 million due to a termination fee on the original deal, and a dividend of 18 cents that was to be issued as part of the original transaction.
Starwood later confirmed a Bloomberg News report it was behind the offer, and had sweetened its bid as it pursued the acquisition. It urged the Monmouth board to declare its bid superior.
Monmouth said its board unanimously determined the Equity Commonwealth offer provides the investors with the opportunity to participate in the significant upside of the combined company led by Zell and his team, as well as access to Equity Commonwealth’s $2.5 billion in cash and other benefits.
Zell is chairman of Chicago-based Commonwealth, which would hold about 65% of the combined company and add about 120 industrial properties across 31 U.S. states with the acquisition.