GE Capital elects partial distribution of ProLogis stock as consideration in Security Capital acquis

GE Capital, through its Commercial Real Estate business, and Security Capital Group Incorporated announced today that GE Capital has elected to include common shares of ProLogis Trust in the consideration to be received by Security Capital stockholders in GE Capital’s pending acquisition of Security Capital. GE Capital may revoke its election on or prior to May 4, 2002.

GE Capital’s election means that, if the merger is completed, Security Capital shareholders will be entitled to receive cash and 0.23015373 ProLogis common shares for each share of class B stock of Security Capital they hold, such that the agreed aggregate value of the consideration will equal $26.00.

The ProLogis common shares will be valued for these purposes based on the average of the daily closing prices for the ProLogis common shares reported on the NYSE for the ten trading day period beginning on April 26, 2002 and ending on May 9, 2002.

Each share of Security Capital class A common stock will receive 50 times the per share class B consideration. Cash will be paid in lieu of fractional shares.

The exact amount of cash to be received by Security Capital stockholders will be announced in a press release promptly following the end of the measurement period.

The aggregate number of ProLogis common shares to be distributed by Security Capital at the effective time of the merger pursuant to GE Capital’s stock election will be based on the actual number of shares of common stock of Security Capital outstanding at such time. Based on the current number of outstanding shares of Security Capital common stock, GE Capital’s election will result in Security Capital retaining approximately 9.8% of the outstanding ProLogis common shares following the merger.

(source: GE Capital Real Estate)

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