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Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
LARRY KNORR
(916) 929-8244, EXT. 29
THE PEREGRINE REAL ESTATE TRUST ANNOUNCES
THAT THE SPECIAL COMMITTEE OF ITS BOARD OF TRUSTEES
APPROVED ITS MERGER WITH AND INTO WINSHIP PROPERTIES
SACRAMENTO, CA, September 1, 2000: The Peregrine Real Estate Trust announced
today that a special committee of its board of trustees has approved a merger
of the Peregrine Real Estate Trust with and into WinShip Properties, with
WinShip Properties as the surviving trust. WinShip Properties is an entity
that will be owned following the merger by entities managed or controlled by
Oaktree Capital Management, LLC, Trust Company of the West and Prudential
Insurance Company of America, which entities are currently the majority
owners of the Peregrine Real Estate Trust. Consummation of the merger is
subject to receipt of all necessary third party consents, receipt of approval
of the holders of at least 75% of the Company's common shares and the making
of appropriate filings with the Securities and Exchange Commission. The
holders of at least 75% of the Company's common shares have previously agreed
to vote to approve the merger. The merger will result in the acquisition of
approximately 10% of the outstanding common shares that are publicly held by
minority shareholders. If the transaction is consummated, minority
shareholders will receive $0.59 per share in cash
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for each common share, which represents a substantial premium above recent
market prices. It is anticipated that the merger will be consummated as
promptly as possible after compliance with SEC regulations.
The special committee, consisting of independent members of the board of
trustees of Peregrine who are neither affiliated nor associated with the
majority shareholders, approved the merger after consulting with independent
financial and legal counsel to evaluate the merger and determine its fairness
to shareholders.
"This merger into WinShip Properties allows the Company to advance its
long-term strategy, as well as allows it to benefit from a cost and
competitive standpoint," said Roger Snell, President and Chief Executive
Officer of the Peregrine Real Estate Trust. "Equally important, it allows
the Company to provide the minority shareholders the ability to convert their
shares into cash without transaction costs and at a price that is
substantially above its recent trading price."
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The matters discussed herein contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements are
inherently uncertain, and investors must recognize that the Company's plans
described herein, including without limitation, its plans to merge with and
into WinShip Properties and the specific terms and structure of such merger
may change. The factors that could cause such a change include, among
others, the following: the inability to complete the merger of the Company
and WinShip Properties due to the failure to obtain the necessary SEC
approvals or third-party consents or satisfy other customary conditions and
various other factors referenced in this press release and the Company's
other public filings with the Securities and Exchange Commission. The
forward-looking statements are made as of the date of this press release, and
the Company assumes no obligation to update the forward-looking statements or
to update the reasons why actual results could differ from those projected in
the forward-looking statements.
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