January 31, 2007
On behalf of Vornado Realty Trust, Vornado Realty L.P., Dove Holding LLC, Dove Acquisition Trust and Dove Acquisition L.P., I am writing to make a binding offer to acquire Equity Office Properties Trust and EOP Operating Limited Partnership for $56.00 per share in cash and Vornado stock (plus dividends to the closing), on the terms set forth in the enclosed Agreement and Plan of Merger (the “Merger Agreement”).
Unlike Blackhawk’s offer, our offer allows EOP to continue to pay its regular quarterly dividends at the rate of $0.33 per share and includes in the merger consideration pro rata dividends to the closing.
In our offer, each share would convert into (a) $31.00 in cash (plus pro rata dividends to the closing) and (b) Vornado common shares having a value (based on an average price during a period prior to closing as specified in the Merger Agreement) equal to $25.00, except that the fraction of a Vornado common share that will be issued per EOP share will not be less than .1852 nor more than .2174. This formulation assures that the overall value of the package remains $56.00 (plus dividends to the closing) as long as the Vornado price remains between $115 per share and $135 per share.
Our offer contains no financing contingency or contingency relating to asset sales.
Our offer would allow your unitholders to exchange their units for the same package of cash and Vornado common shares that would be paid to your shareholders. Each unit that is not exchanged would roll over into a number of Vornado Realty L.P. Class A Units having a value (based on an average price of the Vornado shares during a