According to the Complaint, Gramercy Property Trust ("GPT" or the "Company") is a REIT, which is an investor and asset manager of commercial real estate. The Company's operating segments include Investments/Corporate and Asset Management. The Company is engaged in acquiring and managing single-tenant, net leased industrial, office, and specialty properties. The Company focuses on income producing properties leased to tenants in markets in the United States and Europe. The Company earns revenues through rental revenues on properties that it owns in the United States and asset management revenues on properties owned by third parties in the United
States and Europe.
On May 7, 2018, GPT issued a press release to announce the Proposed Transaction, under which Blackstone Real Estate Partners VIII ("Blackstone") will acquire all outstanding common shares of Gramercy for $27.50 per share in an all-cash transaction valued at $7.6 billion.
The Complaint alleges that on, June 11, 2018, the Board authorized the filing of a materially incomplete and misleading preliminary proxy statement (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. Specifically, the Proxy contains materially
incomplete and misleading information concerning the valuation analyses performed by the Company’s financial advisor, Morgan Stanley & Co. LLC (“Morgan Stanley”), in support of their fairness opinion.