CONTACT: Price Sloan
J.C. Nichols
(816) 960-6308
INSTITUTIONAL SHAREHOLDER SERVICES SUPPORTS
PROPOSED J.C. NICHOLS AND HIGHWOODS MERGER
--Recommends a Vote For the Merger Agreement --
Kansas City, MO, June 24, 1998 -- The J.C. Nichols Company (OTC Bulletin Board:
NCJC) announced today that Institutional Shareholder Services (ISS), the
nation's leading independent proxy advisory and voting firm, has issued a
recommendation to its members to vote in favor of the proposed merger between
J.C. Nichols and Highwoods Properties.
In the conclusion to its 12 page report, ISS said, "ISS believes that the JCN
board and management have made a good-faith effort to obtain a fair value on
behalf of shareholders, both with Highwoods and in their willingness to allow
other parties...to conduct due diligence.... [T]here are some significant
detriments in casting aside the Highwoods merger, but there is no assurance that
a better deal can be gained by doing so. Based on the certainty of the offer,
the attractive offer price, the dividend payment, Morgan Stanley's fairness
opinion, and the strategic benefits that will accrue from the transaction, we
believe the merger agreement warrants shareholder support.
"We recommend a vote FOR the merger agreement."
Commenting on recent communications from Blackacre Capital Management, LLC, an
affiliate of Cerberus Partners, ISS added, "The prices proposed by Intell and
Cerberus may be tantalizing, but neither party is under any obligation to
complete a transaction at any price. Indeed, a defeat of the Highwoods merger
could entice either one to come back with a lowball bid."
As an independent agency, ISS is the world's leading provider of proxy voting
and corporate governance services. ISS serves, and is compensated by, its
institutional shareholder and corporate clients throughout North America and
Europe. ISS analyzes proxy proposals and issues vote recommendations for more
than 8,500 U.S. and 7,500 non-U.S. shareholder meetings each year. Neither J.C.
Nichols nor Highwoods is a member of, or pays, ISS for its services.
"We are gratified that the conclusions of ISS agree with the J.C. Nichols
Board's long-held belief that the Highwoods merger is in the best interests of
all J.C. Nichols shareholders," said Price Sloan, J.C. Nichols General Counsel.
"We hope all shareholders will vote in favor of the transaction."
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