Filed by Price Enterprises, Inc.
pursuant to Rule 425 under the
Securities Act of 1933
Commission File No: 0-20449
Subject Company: Excel Legacy Corporation
NEWS
EXCEL LEGACY CORPORATION & PRICE ENTERPRISES, INC.
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FOR IMMEDIATE RELEASE: SEPTEMBER 11, 2001 (XLG)(PREN)
CONTACT: Graham R. Bullick, Ph.D., Senior Vice President,
Excel Legacy Corporation/Price Enterprises, Inc.,
17140 Bernardo Center Drive, Suite 300, San Diego, CA 92128
(858) 675-9400
EXCEL LEGACY CORPORATION AND PRICE ENTERPRISES, INC. ANNOUNCE
EXTENSION OF EXCHANGE OFFER AND TENDER OFFER
AND RESULTS OF STOCKHOLDER MEETINGS
SAN DIEGO, CA. (September 11, 2001) - Price Enterprises, Inc. (Nasdaq: PREN)
announced today that, due to the closure of the financial markets, it has
extended (1) its exchange offer for all outstanding 9% Convertible Redeemable
Subordinated Secured Debentures due 2004 and 10% Senior Redeemable Secured Notes
due 2004 of Excel Legacy Corporation (Amex: XLG) and related consent
solicitation and (2) its tender offer for all outstanding shares of Price
Enterprises' common stock.
The exchange offer, consent solicitation and tender offer, which had originally
been scheduled to expire at 5:00 p.m., New York City time, on September 11,
2001, have been extended until 5:00 p.m., New York City time, on September 13,
2001, unless further extended. All other terms remain unchanged.
If you have any questions about the exchange offer, consent solicitation or
tender offer or wish to request the exchange offer or tender offer documents,
you may call the information agent, Mellon Investor Services LLC, at (800)
335-7842. You may also call Graham R. Bullick, Ph.D., Senior Vice
President--Capital Markets of Legacy and Price Enterprises, at (858) 675-9400
ext. 316.
Legacy and Price Enterprises also announced that they received stockholder
approval earlier today for the previously announced merger between Legacy and
Price Enterprises and the $100 million investment by Warburg Pincus in the
combined company, Price Legacy Corporation. The companies expect to close these
transactions as soon as practicable.
EXCEL LEGACY CORPORATION is a real estate company which acquires, sells,
develops, manages, invests, finances and operates real property and related
businesses.
PRICE ENTERPRISES, INC., is a REIT which acquires, develops and manages open air
retail properties in 13 states. For more information, please visit our website
at www.pricelegacy.com.
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Certain statements in this release that are not historical fact may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results of Legacy and Price Enterprises to differ materially from historical
results or from any results expressed or implied by such forward-looking
statements, including without limitation:
risks that the Legacy/Price Enterprises merger and the preferred stock
investment by Warburg Pincus will not be completed as described or at all;
national and local economic conditions; the competitive environment in which the
companies operate; financing risks; property management risks; acquisition and
development risks; potential environmental and other liabilities; and other
factors affecting the real estate industry generally. The companies refer you to
the documents they file from time to time with the Securities and Exchange
Commission, specifically the section titled "Certain Cautionary Statements" in
Legacy's Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
as amended, and the section titled "Factors That May Affect Future Performance"
in Price Enterprises' Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, as amended, which discuss these and other factors that could
adversely affect the companies' results. Please be advised that the safe harbor
protections of the Private Securities Litigation Reform Act of 1995 are not
available to statements made in connection with the tender offer.
This communication is neither an offer to purchase nor a solicitation of an
offer to sell any securities of Legacy or Price Enterprises. The exchange offer,
consent solicitation and tender offer will be effected only through a consent
solicitation statement/prospectus, offer to purchase and related documents.
Investors are urged to read these materials, because they contain important
information. The consent solicitation statement/prospectus, offer to purchase
and related documents have previously been filed with the Securities and
Exchange Commission by Legacy and Price Enterprises, as applicable. Investors
may obtain a free copy of these materials and other documents filed by Legacy
and Price Enterprises at the Commission's Web site at http://www.sec.gov.
Legacy, Price Enterprises, and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in connection
with the exchange offer and consent solicitation. Such individuals may have
interests in these transactions, including as a result of their securities
holdings or holding of options. A detailed list of the names, affiliations and
interests of the participants in these transactions is contained in the
prospectus filed by Price Enterprises on August 10, 2001.