G&L Realty Corp. Announces Agreement in Principle for Acquisition Of Its Publicly-Held Common Stock

Apr 13, 2001, 01:00 ET from G&L Realty Corp.

    BEVERLY HILLS, Calif., April 13 /PRNewswire/ -- G&L Realty Corp.
 (NYSE:   GLR) today announced that it has entered into an agreement in principle
 with Daniel M. Gottlieb and Steven D. Lebowitz, the Chief Executive Officer
 and the President, respectively, of the Company, under which they would
 acquire all the outstanding shares of Common Stock of the Company not held by
 them for a cash price of $11.25 per share, subject to adjustment downward (but
 not below $11.00 per share) if certain transaction expenses exceed an agreed
 upon amount.  The agreement in principle contemplates that the acquisition of
 the shares would be effected through the merger of an entity newly formed by
 Mr. Gottlieb and Mr. Lebowitz into the Company.  It is currently contemplated
 that the merger would be completed in the third quarter of 2001.
     The Company's Series A and Series B Preferred Stock would remain
 outstanding following consummation of the merger.  In addition, Mr. Gottlieb
 and Mr. Lebowitz have stated that they intend to make a cash tender offer for
 up to approximately 20% of the total number of outstanding shares of Preferred
 Stock at a price of $17.50 per share of Series A and $17.00 per share of
 Series B.  The tender offer would occur during the period in which the Company
 solicits proxies for the stockholders meeting to consider the proposed merger
 and would close concurrently with, and be subject to, the closing of the
 merger.
     The agreement in principle was negotiated on the Company's behalf by a
 Special Committee of the Board of Directors and has been approved by the Board
 of Directors.  The merger is conditioned on execution of a definitive merger
 agreement; the approval of the definitive agreement by a vote of holders of a
 majority of the outstanding shares of Common Stock and of a majority of the
 shares of Common Stock voting on the merger which are not owned by Mr.
 Gottlieb or Mr. Lebowitz; the receipt of a fairness opinion from Houlihan
 Lokey Howard & Zukin, financial advisor to the Special Committee of the Board
 of Directors; the receipt by Mr. Gottlieb and Mr. Lebowitz of necessary
 financing; the receipt of applicable regulatory and governmental approvals;
 and other conditions which are customary for transactions of this type.  The
 agreement in principle also contains other provisions which are common in
 agreements of this type, including reimbursement of certain expenses incurred
 by Mr. Gottlieb and Mr. Lebowitz, standstill provisions and provisions
 permitting the Company to terminate the agreement upon receipt of a superior
 offer and under certain other circumstances upon payment of a termination fee.
 
     Founded in 1976, G&L Realty Corp. is a growth-oriented health care real
 estate investment trust with four major areas of operation:  the Medical
 Office Building Division, the Skilled Nursing Facility Division, the Assisted
 Living Facility Division and the Senior Care Lending Division.
 
     This press release contains forward-looking statements.  These statements
 can be identified by the use of forward-looking terminology such as
 "contemplate" and "intend."  These statements represent the Company's judgment
 concerning the future and are subject to risks and uncertainties that could
 cause the transactions described not to occur in the manner or in the time
 frame indicated in this press release.  Factors influencing the transactions
 described in this press release, in addition to the conditions referred to
 above, include, but are not limited to, changes in the general economy, the
 supply of, and demand for, healthcare related real estate in markets in which
 the Company has investments, the availability of financing and governmental
 policies and regulations as well as delays in obtaining approvals from
 stockholders, governmental authorities and other third parties.
 
 

SOURCE G&L Realty Corp.
    BEVERLY HILLS, Calif., April 13 /PRNewswire/ -- G&L Realty Corp.
 (NYSE:   GLR) today announced that it has entered into an agreement in principle
 with Daniel M. Gottlieb and Steven D. Lebowitz, the Chief Executive Officer
 and the President, respectively, of the Company, under which they would
 acquire all the outstanding shares of Common Stock of the Company not held by
 them for a cash price of $11.25 per share, subject to adjustment downward (but
 not below $11.00 per share) if certain transaction expenses exceed an agreed
 upon amount.  The agreement in principle contemplates that the acquisition of
 the shares would be effected through the merger of an entity newly formed by
 Mr. Gottlieb and Mr. Lebowitz into the Company.  It is currently contemplated
 that the merger would be completed in the third quarter of 2001.
     The Company's Series A and Series B Preferred Stock would remain
 outstanding following consummation of the merger.  In addition, Mr. Gottlieb
 and Mr. Lebowitz have stated that they intend to make a cash tender offer for
 up to approximately 20% of the total number of outstanding shares of Preferred
 Stock at a price of $17.50 per share of Series A and $17.00 per share of
 Series B.  The tender offer would occur during the period in which the Company
 solicits proxies for the stockholders meeting to consider the proposed merger
 and would close concurrently with, and be subject to, the closing of the
 merger.
     The agreement in principle was negotiated on the Company's behalf by a
 Special Committee of the Board of Directors and has been approved by the Board
 of Directors.  The merger is conditioned on execution of a definitive merger
 agreement; the approval of the definitive agreement by a vote of holders of a
 majority of the outstanding shares of Common Stock and of a majority of the
 shares of Common Stock voting on the merger which are not owned by Mr.
 Gottlieb or Mr. Lebowitz; the receipt of a fairness opinion from Houlihan
 Lokey Howard & Zukin, financial advisor to the Special Committee of the Board
 of Directors; the receipt by Mr. Gottlieb and Mr. Lebowitz of necessary
 financing; the receipt of applicable regulatory and governmental approvals;
 and other conditions which are customary for transactions of this type.  The
 agreement in principle also contains other provisions which are common in
 agreements of this type, including reimbursement of certain expenses incurred
 by Mr. Gottlieb and Mr. Lebowitz, standstill provisions and provisions
 permitting the Company to terminate the agreement upon receipt of a superior
 offer and under certain other circumstances upon payment of a termination fee.
 
     Founded in 1976, G&L Realty Corp. is a growth-oriented health care real
 estate investment trust with four major areas of operation:  the Medical
 Office Building Division, the Skilled Nursing Facility Division, the Assisted
 Living Facility Division and the Senior Care Lending Division.
 
     This press release contains forward-looking statements.  These statements
 can be identified by the use of forward-looking terminology such as
 "contemplate" and "intend."  These statements represent the Company's judgment
 concerning the future and are subject to risks and uncertainties that could
 cause the transactions described not to occur in the manner or in the time
 frame indicated in this press release.  Factors influencing the transactions
 described in this press release, in addition to the conditions referred to
 above, include, but are not limited to, changes in the general economy, the
 supply of, and demand for, healthcare related real estate in markets in which
 the Company has investments, the availability of financing and governmental
 policies and regulations as well as delays in obtaining approvals from
 stockholders, governmental authorities and other third parties.
 
 SOURCE  G&L Realty Corp.