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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - TIER REIT INCa11-24703_18k.htm

Exhibit 99.1

 

Behringer Harvard REIT I, Inc. Recommends
Rejection of CMG Partners’ Tender Offer

 

If you are considering selling your shares of Behringer Harvard REIT I, Inc. to CMG Partners, please read all of the information below.

 

Recently you may have received an unsolicited “mini-tender” offer from CMG Acquisition Co., LLC (“CMG”) to purchase up to 1,000,000 shares, or 0.34%, of the common stock of Behringer Harvard REIT I, Inc. for a price of $1.80 per share.

 

Behringer Harvard REIT I does not recommend or endorse CMG’s offer and is not affiliated with CMG. While stockholders have their individual liquidity needs and must evaluate this offering accordingly, we recommend that stockholders not tender their shares to CMG.

 

CMG’S OFFER IS MEANT TO TAKE ADVANTAGE OF YOU AND BUY YOUR SHARES AT A PRICE BELOW THE CURRENT ESTIMATED VALUE IN ORDER TO MAKE A SIGNIFICANT PROFIT.

 

PLEASE NOTE THAT CMG CLEARLY STATES IN THE OFFER:

 

·                 CMG is seeking to acquire shares “for investment purposes.”

 

·                 CMG’s offer price was determined by applying a discount to CMG’s own estimated value of your shares.

 

·                CMG believes that your shares are worth more than their offer price, and any CMG purchases result in substantial returns for CMG.

 

The offer price is substantially below our December 31, 2010, estimated valuation of $4.55 per share* and recent secondary market pricing. CMG states that secondary market trades have been reported at $3.25 per share, in excess of the CMG offer price.

 

Stockholders are urged to exercise caution with respect to mini-tender offers. Mini-tender offers are third-party offers to purchase less than 5% of a company’s outstanding shares, thereby avoiding the filing, disclosure, and procedural requirements adopted by the Securities and Exchange Commission (“SEC”) for the protection of investors. The SEC has cautioned investors about offers of this nature. Please visit the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.

 

Once you sign and return the CMG tender offer documents and they are accepted by CMG, you will not be able to cancel your sale for any reason after 10 days.

 

Once again, you are not required to tender your shares to CMG, and we recommend that you not tender your shares. No action regarding the CMG offer is necessary if you wish to reject the offer and retain your shares. If you have agreed to tender your shares, we recommend that you contact CMG immediately and withdraw and rescind your tender in writing.

 

Do not be alarmed if you receive additional offers from CMG Partners. They may continue to attempt to acquire your shares using similar scare tactics in order to promote their own investment goals. Please also note that CMG Partners is utilizing stockholder information obtained prior to the company’s recent charter amendments, which eliminated the company’s obligation to provide this information to stockholders like CMG Partners.

 

If you have any questions, please contact your financial advisor or Behringer Harvard Investment Services at 1.866.655.3650.

 

 

15601 Dallas Parkway, Suite 600 · Addison, TX 75001 · behringerharvard.com

 


*            For further information regarding the December 31, 2010, per share estimated valuation, please read the Form 8-K filed on January 10, 2011 at behringerharvard.com.