Orion Properties Launches Strategic Review, Reaches Cooperation Deal With Kawa Fund
Benzinga Newsdesk 9 months ago
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Orion Properties Inc. ("Orion" or the "Company") (NYSE:ONL) today announced a strategic options review process and a cooperation agreement (the "Cooperation Agreement") signed with The Kawa Fund Limited (together with
Orion Properties Inc. ("Orion" or the "Company") (NYSE:ONL) today announced a strategic options review process and a cooperation agreement (the "Cooperation Agreement") signed with The Kawa Fund Limited (together with its affiliates, "Kawa").
Strategic Options Review Process
Orion is announcing a review of strategic options for the Company, which may include, among other things, the consideration of potential acquisition and merger targets, the potential sale of the Company and continuing to operate as an independent publicly traded entity. The Board has directed management, together with Orion's outside financial and legal advisors, to conduct a process designed to evaluate actionable strategic alternatives.
The Board made the following statement: "The Orion Board of Directors remains firmly committed to acting in the best interests of all stockholders and has always been open to different ways to grow stockholder value. Over the past three years, the Board has devoted time to considering potential avenues for Orion to potentially pursue in addition to our stand-alone business plan. The strategic options review process will provide further opportunity to consider a range of potential strategic alternatives to maximize stockholder value. We look forward to working diligently with our external advisors to identify the best path for the future of Orion and all of our stockholders and to evaluate credible and actionable proposals."
There can be no assurance that the strategic options review process will result in Orion pursuing any particular transaction or other strategic outcome. The Company has not set a timetable for completion of this process, and it does not intend to disclose further developments unless and until it determines that further disclosure is appropriate or necessary.
Cooperation Agreement
In association with announcing a review of strategic options and pursuant to the Cooperation Agreement, Kawa has agreed to withdraw its notice to nominate five individuals to stand for election to the Orion Board of Directors at the Company's 2026 annual meeting of stockholders (the "Annual Meeting"). Kawa has also agreed to certain standstill, voting and confidentiality commitments set forth in the Cooperation Agreement. The full Cooperation Agreement will be filed on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC").
The Cooperation Agreement provides Kawa the opportunity, if Kawa desires, to participate in the strategic options review process on substantially the same terms as other bona fide third parties to receive confidential information and submit a proposal for a strategic transaction.
Paul McDowell, Orion's Chief Executive Officer and President and a member of the Company's Board of Directors, added, "We appreciate the dialogue with Kawa that enabled us to reach this agreement. The Company and the Board remain steadfast in our commitment to delivering value for stockholders and continuing to take actions with stockholders' best interests in mind."
Wells Fargo is serving as the Company's lead financial advisor, and J.P. Morgan is serving as an additional financial advisor. Hunton Andrews Kurth LLP is serving as the Company's legal counsel.