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Gyrodyne Co of America (GYRO) Announces Completion of Merger

September 1, 2015 10:32 AM EDT
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Gyrodyne Co of America (NASDAQ: GYRO) announced the completion of the previously announced merger of Gyrodyne Company of America, Inc. (the "Corporation") and Gyrodyne Special Distribution, LLC ("GSD") into Gyrodyne.

Gyrodyne is the surviving company in the merger, which terminated the existence of the Corporation and GSD. Gyrodyne also announced the commencement of trading today of common shares of Gyrodyne on the NASDAQ Stock Market under the symbol "GYRO". The number of common shares outstanding in Gyrodyne following the merger is 1,482,680. As more fully described below, each share of the Corporation was converted into .0904 shares of Gyrodyne pursuant to the merger. The common shares of Gyrodyne will have a new CUSIP number of 403829 104.

Shareholders of record of the Corporation will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for Gyrodyne common shares and should wait to receive the letter of transmittal before surrendering their share certificates.

The merger was approved by the shareholders of the Corporation on August 20, 2015. The final voting results indicate that more than 99 percent of the votes cast at the special meeting voted in favor of the merger, representing more than 76 percent of all outstanding shares of Corporation common stock.

The merger completes the plan of liquidation for purposes of the Internal Revenue Code. It results in holders of common stock of the Corporation receiving approximately 22.6% (335,086 shares) of the common shares of Gyrodyne in the aggregate (.0904 common share of Gyrodyne per share of Corporation common stock), holders of interests in nontransferable dividend notes issued by the Corporation receiving approximately 30.0% (444,804 shares) of the common shares of Gyrodyne in the aggregate (.025 common share of Gyrodyne per $1.00 principal amount of the dividend notes issued in January 2014 and the dividend notes issued in December 2014, together, in each case, with any interest thereon paid in kind in the form of additional notes), and holders of nontransferable interests in GSD receiving approximately 47.4% (702,790 shares) of the common shares of Gyrodyne in the aggregate (.474 common share of Gyrodyne per GSD interest).

Paul L. Lamb, who continues as Chairman of the Board of Directors of Gyrodyne, stated: "The consummation of the merger represents a major step toward accomplishing our strategic goal of maximizing the value of our real estate interests through an orderly sale over time."

Frederick C. Braun III, who continues as President and Chief Executive Officer of Gyrodyne, stated: "The merger aligns the shareholder base of Gyrodyne while fortifying its balance sheet and providing liquidity to the note holders and the shareholders of GSD."



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