Cousins Properties (CUZ), Parkway Properties (PKY) Receive Shareholder Approval for Proposed Merger

August 23, 2016 4:19 PM EDT

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Cousins Properties Incorporated ("Cousins") (NYSE: CUZ) and Parkway Properties, Inc. ("Parkway") (NYSE: PKY) announced that at special meetings held earlier today stockholders of both companies approved all proposals related to the previously announced stock-for-stock merger between Cousins and Parkway.

At the special meeting of Cousins stockholders, approximately 92.01% of the outstanding shares were voted in favor of a proposal to amend Cousins' articles in connection with the merger. Additionally, approximately 99.96% of the votes cast were voted in favor of the proposal related to the issuance of Cousins shares in the merger. Over 99% of all votes cast at the special meeting were cast in favor of these proposals.

At the special meeting of Parkway stockholders, 88.5% of the outstanding shares of common and limited voted stock were voted in favor of the merger, which represented 98.67% of the votes cast at the special meeting.

The merger is expected to close in the fourth quarter of 2016, subject to the satisfaction or waiver of all closing conditions related to the transactions. Upon completion of the merger, Parkway stockholders will be entitled to receive 1.63 shares of Cousins stock for each share of Parkway stock they own. As previously announced, on the business day following the closing of the merger, Cousins and Parkway will effect a taxable spin-off of the Houston-based assets of both companies into a new publicly-traded REIT named Parkway, Inc. The spin-off will be accomplished through a special dividend by Cousins to the stockholders of the combined company.



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