Cedar Realty Trust (CDR)

[Enterprising Investor]

CEDAR REALTY TRUST ANNOUNCES FINAL PROCEEDS OF $29.00 PER SHARE TO COMMON SHAREHOLDERS RESULTING FROM SALE OF ASSETS AND MERGER (8/09/22)

Cedar Board of Directors Declares Special Dividend of $19.52 Per Common Share;
Merger Consideration Will Be $9.48 Per Common Share

MASSAPEQUA, N.Y., Aug. 9, 2022 /PRNewswire/ -- Cedar Realty Trust (NYSE: CDR) ("Cedar") today announced that Cedar and Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) ("Wheeler") have jointly determined that the proceeds to Cedar common shareholders from the sale of Cedar's assets and subsequent merger in a series of related all-cash transactions will total $29.00 per share.

Accordingly, Cedar's Board of Directors today declared a special dividend on shares of Cedar's outstanding common stock of $19.52 per share, payable to shareholders of record at the close of business on August 19, 2022. Payment of the special dividend is contingent upon the closing of Cedar's previously announced cash merger transaction with a subsidiary of Wheeler – the final step of the sale process – which is expected to be consummated on or about August 22, 2022. Assuming the merger transaction is consummated on August 22, 2022, payment of the dividend will be made to eligible shareholders on August 26, 2022. Shareholders as of the merger closing date will also be entitled to receive merger consideration of $9.48 per share, payable on or about the same date as the special dividend.

Important Information About the Special Dividend

Due to the nature of the special dividend, as required by the rules of the NYSE, Cedar's common stock will trade with "due bills", representing an assignment of the right to receive the special dividend, beginning August 18, 2022, one business day prior to the special dividend record date, through the merger closing date (such period of time the "Due-bill Period"). AS A RESULT, HOLDERS OF CEDAR'S COMMON STOCK ON THE SPECIAL DIVIDEND RECORD DATE MUST HOLD CEDAR COMMON STOCK THROUGH THE MERGER CLOSING DATE IN ORDER TO BE ENTITLED TO RECEIVE THE SPECIAL DIVIDEND. CEDAR COMMON STOCKHOLDERS WHO SELL THEIR SHARES ON OR BEFORE THE MERGER CLOSING DATE WILL NOT BE ENTITLED TO RECEIVE THE SPECIAL DIVIDEND. PURCHASERS OF CEDAR COMMON STOCK DURING THE DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE AFTER THE DUE-BILL PERIOD) WHO HOLD SUCH SHARES ON THE MERGER CLOSING DATE WILL BE ENTITLED TO RECEIVE THE SPECIAL DIVIDEND. STOCKHOLDERS THAT SELL CEDAR COMMON STOCK DURING THE DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE AFTER THE DUE-BILL PERIOD) WILL NOT BE ENTITLED TO RECEIVE THE SPECIAL DIVIDEND.

Due bills obligate a seller of shares of stock to deliver the dividend to the buyer. The due-bill obligations are settled customarily between the brokers representing buyers and sellers of the stock. Cedar has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of Cedar common stock during the Due-bill Period should consult with their broker before trading in Cedar common stock to be sure they understand the effect of the due-bill procedures.

https://www.prnewswire.com/news-releases/cedar-realty-trust-announces-final-proceeds-of-29-00-per-share-to-common-shareholders-resulting-from-sale-of-assets-and-merger-301602563.html