Alexander & Baldwin (ALEX) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where each share will be converted into $21.20 in cash, less a $0.35 dividend, resulting in a net payment of $20.85 per share, subject to withholding taxes.

• The board unanimously recommends approval of the merger, citing a 40% premium over the pre-announcement share price and the belief that the transaction is in shareholders' best interests.

• The merger is with Tropic Purchaser LLC, a joint venture of MW Group, Blackstone, and Divco West, with Tropic Merger Sub LLC as the surviving entity.

• If approved, the company will be delisted from the NYSE and deregistered under the Exchange Act.

• The board and financial advisor BofA Securities provided a fairness opinion supporting the transaction.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval of any adjournment to solicit additional proxies.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against.

• Dissenters' rights are available under Hawaii law for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board unanimously adopted the merger agreement and recommends voting in favor of all proposals.

• Directors and executive officers collectively own about 1% of voting power and intend to vote for the merger.

• Affiliates of MW Group and Divco West have agreed to vote their shares (about 1.25% of voting power) in favor.