Alexander & Baldwin (ALEX) Proxy Filing summary

Executive summary

• A joint venture of MW Group, Blackstone Real Estate, and Divco West will acquire all outstanding shares for $21.20 per share in cash, valuing the transaction at approximately $2.3 billion including debt.

• The transaction was unanimously approved by the board and is expected to close in Q1 2026, subject to shareholder approval and customary conditions.

• Upon closing, the company will become private, delist from the NYSE, and continue to operate under its current name, brand, and Honolulu headquarters.

• The new ownership group intends to invest over $100 million to enhance the property portfolio and maintain high standards for tenants and communities.

• Shareholders will receive $21.20 per share, reduced by a $0.35 per share Q4 2025 dividend payable January 8, 2026.

Voting matters and shareholder proposals

• Shareholder approval is required for the merger to proceed; a proxy statement will be filed with the SEC.

• The board recommends shareholders vote in favor of the transaction, citing significant and certain value.

• No other matters besides the merger and related compensation will be submitted for shareholder vote at the special meeting.

Board of directors and corporate governance

• The board unanimously approved the merger agreement and the dividend.

• The company will continue to be led by a Hawai'i-based team post-transaction.

• The board's decision was based on the long-term vision and suitability of private ownership for the company's local market focus.