Filed by Public Storage, Inc.
Pursuant to Rule 165 and Rule 425(a) under the
United States Securities Act of 1933, as amended
Subject Company: Shurgard Storage Centers, Inc.
Commission File No. 001-11455
Date: November 28, 2005
NEWS RELEASE
Public Storage, Inc.
701 Western Avenue
Glendale, CA 91201-2349
www.publicstorage.com
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For Release: Immediately
Date: November 28, 2005
Contact: Clemente Teng
(818) 244-8080,
Ext. 141 Joele
Frank / Eric
Brielmann Joele
Frank, Wilkinson
Brimmer Katcher
(212) 355-4449
PUBLIC STORAGE AND SHURGARD SIGN CONFIDENTIALITY AGREEMENT
GLENDALE, California - Public Storage, Inc. (NYSE and PCX: PSA) announced today
that it has entered a confidentiality agreement with Shurgard Storage Centers,
Inc. (NYSE: SHU). The agreement will allow Public Storage to participate in
Shurgard's process of exploring its strategic alternatives, including a possible
business combination with Public Storage. Pursuant to the agreement, Public
Storage has agreed not to take certain actions with respect to an acquisition of
Shurgard prior to April 27, 2006 without the approval of Shurgard. Such
limitation on Public Storage will expire earlier upon the occurrence of certain
events, including any business combination transaction between Shurgard and a
third party and any unsolicited tender or exchange offer by a third party for
Shurgard which is not rejected by Shurgard's board of directors. The
confidentiality agreement does not limit or restrict Public Storage's ability to
nominate persons for election as directors of Shurgard at the next annual or
special meeting of shareholders called by Shurgard.
Goldman, Sachs & Co. and Wachtell, Lipton, Rosen & Katz are serving as financial
advisor and legal counsel, respectively, to Public Storage.
COMPANY INFORMATION
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Public Storage, Inc., an S&P 500 company, is a fully integrated,
self-administered and self-managed real estate investment trust that primarily
acquires, develops, owns and operates self-storage facilities. The Company's
headquarters are located in Glendale, California. The Company's self-storage
properties are located in 37 states. At September 30, 2005, the Company had
interests in 1,487 storage facilities with approximately 91 million net rentable
square feet.
Additional information about Public Storage, Inc. and the proposal to Shurgard
Storage Centers, Inc. are available on the Internet. The Company's web site is
www.publicstorage.com.
FORWARD-LOOKING STATEMENTS
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This press release contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond Public Storage's control,
that could cause actual results to differ materially from those set forth in, or
implied by, such forward-looking statements. All statements other than
statements of historical facts included in this press release are
forward-looking statements. All forward-looking statements speak only as of the
date of this press release. Public Storage undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
In addition to the risks and uncertainties of ordinary business operations, the
forward-looking statements of Public Storage contained in this press release are
also subject to the following risks and uncertainties: the possibility that no
transaction between Public Storage and Shurgard may occur, that Public Storage
may not participate in Shurgard's process of exploring strategic alternatives,
that Public Storage may or may not identify and nominate persons for election to
Shurgard's board, and that the terms of the confidentiality agreement will be
enforceable by Public Storage or Shurgard. For additional information about
risks and uncertainties that could adversely affect Public Storage's
forward-looking statements, please refer to Public Storage's Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 and Quarterly Report on
Form 10-Q for the period ended September 30, 2005.
ADDITIONAL INFORMATION
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Subject to future developments, Public Storage may file with the United States
Securities and Exchange Commission a registration statement to register the
Public Storage shares which would be issued in the proposed transaction.
Investors and security holders are urged to read the registration statement
(when and if available) and any other relevant documents filed with the
Commission, as well as any amendments or supplements to those documents, because
they will contain important information. Investors and security holders may
obtain a free copy of the registration statement (when and if available) and
other relevant documents at the Commission's Internet web site at www.sec.gov.
The registration statement (when and if available) and such other documents may
also be obtained free of charge from Public Storage by directing such request
to: Public Storage, Inc., 701 Western Avenue, Glendale, CA 91201-2349,
Attention: Chief Legal Officer.