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8-K - 8-K - Parkway, Inc. | pkyinc-20170807x8kspecials.htm |
5847 San Felipe Street, Suite 2200 | Houston, TX 77057
p. 346.200.3100 | www.pky.com
PARKWAY ANNOUNCES SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON MERGER WITH
CANADA PENSION PLAN INVESTMENT BOARD
HOUSTON, TEXAS – August 7, 2017 – Parkway, Inc. (“Parkway”) (NYSE:PKY) announced today that
it will hold a Special Meeting of its Stockholders (the “Special Meeting”) on Monday, September 25,
2017, at 1:00 p.m. Central Time, at 5847 San Felipe Street, Houston, Texas 77057. At the Special
Meeting, Parkway’s stockholders will be asked to consider and vote on a proposal to approve the
previously announced merger of Parkway with affiliates of Canada Pension Plan Investment Board
(“CPPIB”), with Parkway surviving such merger, and the other transactions contemplated by the
related merger agreement and a proposal to adjourn the Special Meeting if there are not sufficient
votes at the Special Meeting to approve the merger proposal. The record date for determination of
stockholders entitled to vote at the Special Meeting has been set as the close of business on Monday,
August 7, 2017.
About Parkway
Parkway, Inc. is an independent, publicly traded, self-managed real estate investment trust (“REIT”)
that owns and operates high-quality office properties located in attractive submarkets in Houston,
Texas. As of June 30, 2017, our portfolio consists of five Class A assets comprising 19 buildings and
totaling approximately 8.7 million rentable square feet in the Greenway, Galleria and Westchase
submarkets of Houston.
Forward Looking Statements
Certain statements contained in this press release, including those that express a belief, expectation
or intention, as well as those that are not statements of historical fact, are forward-looking statements
within the meaning of the federal securities laws and as such are based upon Parkway's current
beliefs as to the outcome and timing of future events. There can be no assurance that actual future
developments affecting Parkway will be those anticipated by Parkway. Parkway cautions investors
that any forward-looking statements presented in this press release are based on management's
beliefs and assumptions made by, and information currently available to, management. When used,
the words "anticipate," "assume," "believe," "estimate," "expect," "forecast," "guidance," "intend,"
"may," "might," "plan," "potential," "should," "will," "result" or similar expressions that do not relate
solely to historical matters are intended to identify forward-looking statements. You can also identify
forward-looking statements by discussions of strategy, plans or intentions. Forward-looking
statements involve risks and uncertainties (some of which are beyond Parkway's control) and are
subject to change based upon various factors, including but not limited to the following risks and
uncertainties: the ability of Parkway to obtain required stockholder approval required to
consummate the proposed merger; the satisfaction or waiver of other conditions in the merger
agreement; the outcome of any legal proceedings that may be instituted against Parkway and others
related to the merger agreement; the risk that the merger, or the other transactions contemplated by
the merger agreement may not be completed in the time frame expected by the parties or at all; the
ability of Parkway to implement its operating strategy; changes in economic cycles; and competition
within the office properties real estate industry; and other risks and uncertainties detailed from time
to time in Parkway’s Securities and Exchange Commission filings.
Should one or more of these risks or uncertainties occur, or should underlying assumptions prove
incorrect, Parkway's business, financial condition, liquidity, cash flows and results could differ
materially from those expressed in any forward-looking statement. While forward-looking
statements reflect Parkway's good faith beliefs, they are not guarantees of future performance. Any
forward-looking statement speaks only as of the date on which it is made. New risks and
uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters
or the manner in which they may affect us. Except as required by law, Parkway undertakes no
obligation to publicly update or revise any forward-looking statement to reflect changes in
underlying assumptions or factors, of new information, data or methods, future events or other
changes.
Additional Information About the Proposed Transaction and Where to Find It
In connection with the proposed transactions, Parkway expects to file with the SEC a proxy
statement, which proxy statement will be mailed or otherwise disseminated to Parkway’s
stockholders when it becomes available. Parkway also plans to file other relevant documents with
the SEC regarding the proposed transactions. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain
a free copy of the proxy statement (if and when it becomes available) and other relevant documents
filed by Parkway with the SEC at the SEC's website at www.sec.gov. Copies of the documents filed by
Parkway will be available free of charge on its website at www.pky.com, or by directing a written
request to Parkway, Inc., One Orlando Centre, 800 North Magnolia Avenue, Suite 1625, Orlando,
Florida 32803, Attention: Investor Relations.
Parkway and its directors and executive officers may be deemed to be participants in the solicitation
of proxies in respect of the proposed transactions. You can find information about the Parkway's
directors and executive officers in Parkway's definitive proxy statement filed with the SEC on April
5, 2017 in connection with its 2017 annual meeting of stockholders. Additional information
regarding the interests of such potential participants will be included in the proxy statement and
other relevant documents filed with the SEC if and when they become available. You may obtain free
copies of these documents from Parkway using the sources indicated above.
Contact:
Thomas Blalock
Vice President, Finance & Capital Markets
(407) 581-2915