Gyrodyne, LLC (GYRO)

[Enterprising Investor]

Gyrodyne Company Of America, Inc. Shareholders Approve Merger (8/20/15)

Merger expected to close on or about August 31, 2015

ST. JAMES, N.Y., Aug. 20, 2015 /PRNewswire/ -- Gyrodyne Company of America, Inc. (NASDAQ: GYRO) shareholders today voted to authorize the previously announced plan of merger providing for the merger of Gyrodyne Company of America, Inc. ("Gyrodyne") and Gyrodyne Special Distribution, LLC ("GSD") into Gyrodyne, LLC, a New York limited liability company. In a preliminary count of the voting results, more than 99 percent of votes cast at the special meeting voted in favor of the transaction, representing more than 76 percent of all outstanding Gyrodyne shares. Gyrodyne expects the merger will close on or about August 31, 2015, pending receipt of approval by NASDAQ for trading of the Gyrodyne, LLC limited liability company interests or such later date as such approval is received, but not later than September 12, 2015. The merger remains subject to certain customary closing conditions.

The merger, which will effect the completion of the plan of liquidation for purposes of the Internal Revenue Code, will result in holders of Gyrodyne common stock receiving approximately 22.6% (335,086 shares) of the common shares of Gyrodyne, LLC in the aggregate (.09 common share of Gyrodyne, LLC per share of Gyrodyne common stock), holders of nontransferable Dividend Notes receiving approximately 30.0% (444,804 shares) of the common shares of Gyrodyne, LLC in the aggregate (.025 common share of Gyrodyne, LLC per $1.00 principal amount of the Dividend Notes issued in January 2014 and the Dividend Notes issued in December 2014, together, in each case, with any interest thereon paid in kind in the form of additional Dividend Notes), and holders of nontransferable interests in GSD receiving approximately 47.4% (702,790 shares) of the common shares of Gyrodyne, LLC in the aggregate (.47 common share of Gyrodyne, LLC per GSD interest).

Paul L. Lamb, Chairman of the Board of Directors of Gyrodyne, stated, "Today's approval of the merger by Gyrodyne shareholders brings us one step closer to effecting a key part of the long-term plan to maximize the value of our real estate interests in an orderly liquidation over time. After the merger, we will continue to look for opportunities to accomplish that goal."

Frederick C. Braun III, President and Chief Executive Officer of Gyrodyne, stated, "We know this has been a complex and lengthy process. We look forward to the merger and to moving forward with a simplified, more understandable structure. Of course, while nobody can predict the ultimate values of Gyrodyne with certainty, we will work hard to maximize them. We note that prior to the merger, holders of GSD interests and Dividend Notes have not been able to freely transfer or sell these interests. Following the merger, such holders will own approximately 77.4% of Gyrodyne, LLC. To the extent these holders were to seek liquidity immediately after the merger, substantial volatility in share price and volume could result."

The plan of merger was announced on December 20, 2013. The final voting results will be disclosed in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today.

About Gyrodyne Company of America, Inc.

Gyrodyne, a real estate investment trust, manages the business and properties of Gyrodyne Special Distribution LLC ("GSD"), pursuant to GSD's limited liability company agreement which provides that Gyrodyne has the sole and absolute discretion regarding the management and affairs of GSD in its capacity as GSD's managing member. GSD owns a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area, subject to related mortgage debt in favor of Flowerfield Mortgage Inc. ("FMI"), with Flowerfield Properties, Inc. ("FPI") having the contractual right to manage the business and properties of GSD. FMI and FPI are both subsidiaries of Gyrodyne. GSD owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. GSD also owns medical office buildings in Port Jefferson Station, New York, Cortlandt Manor, New York and Fairfax, Virginia. FPI is also a limited partner in Callery Judge Grove, L.P., the only assets of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. Gyrodyne's common stock is traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne may be found on its web site at www.gyrodyne.com.

http://www.prnewswire.com/news-releases/gyrodyne-company-of-america-inc-shareholders-approve-merger-300131197.html