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Exhibit 99.1
Steven
Roth
Chairman and Chief Executive Officer
Vornado
Realty Trust
888 Seventh Avenue
New York, NY 10019
Tel 212 894-7000
Fax 212 894-7474
January 31, 2007
Board of
Trustees
Equity Office Properties Trust
Two North Riverside Plaza, Suite 200
Chicago, Illinois 60606
Attention:
Sam
Zell
Chairman of the Board of Trustees
Dear
Sam:
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
