Steadfast Income REIT Shareholders Approve Merger with Steadfast Apartment REIT
March 3, 2020
On March 2, 2020, Steadfast Income REIT, Inc. (the “Company”) held a special meeting of its stockholders (the “SIR Special Meeting”), at which its stockholders were asked to consider and vote on (i) a proposal to approve the merger (the “SIR Merger”) of the Company with and into SI Subsidiary, LLC (“Merger Sub”), a wholly owned subsidiary of Steadfast Apartment REIT, Inc. (“STAR”), pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019, by and among the Company, STAR and the other parties thereto (the “SIR Merger Proposal”), (ii) a proposal to approve the amendment of the charter of the Company to remove the provisions related to “Roll-Up Transactions” in connection with the SIR Merger (the “SIR Charter Amendment”), and (iii) a proposal to adjourn the SIR Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the SIR Merger.
The Company previously filed with the U.S. Securities and Exchange Commission a definitive proxy statement/prospectus and related materials pertaining to the SIR Merger and the SIR Special Meeting, which describe in detail each of the proposals submitted to the Company’s stockholders to be voted on at the SIR Special Meeting.
At the SIR Special Meeting, there were present, in person or by proxy, stockholders holding an aggregate of approximately 42,913,088.26 shares of the Company’s common stock, representing approximately 58.06% of the total number of 73,910,716 shares of the Company’s common stock issued and outstanding as of December 16, 2019, the record date for the Special Meeting, and entitled to vote at the Special Meeting.
The final results of the following matters voted on at the SIR Special Meeting are set forth below, excluding any shares beneficially held by certain affiliates as required by the Merger Agreement.
Accordingly, the Company’s stockholders approved the SIR Merger Proposal. As contemplated by the Merger Agreement:
• The Company shall merge with and into Merger Sub. Merger Sub will continue as the surviving entity and as a wholly owned subsidiary of STAR, and the separate existence of the Company will cease.
• At the effective time of the SIR Merger, each share of SIR Common Stock, par value $0.01 per share (“SIR Common Stock”), will be converted automatically into the right to receive 0.5934 shares of common stock, par value $0.01 per share, of STAR (“STAR Common Stock”).
In addition, as reflected above, the Company’s stockholders approved the SIR Charter Amendment. As contemplated by the SIR Charter Amendment, the Company’s charter will be promptly amended to remove the provisions related to “Roll-Up Transactions” in connection with the SIR Merger.
Because the affirmative vote of the holders of a majority of the shares of the Company’s common stock entitled to be cast on the Merger Proposal and the SIR Charter Amendment were achieved, the proposal to adjourn the SIR Special Meeting to solicit additional proxies in favor of such proposal was not necessary or appropriate and, therefore, not called.
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