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2 Griffin Capital Essential Asset REITs agree to merge

Griffin Capital Essential Asset REIT Inc., or GCEAR, and Griffin Capital Essential Asset REIT II Inc., or GCEAR II, are merging in an all-stock deal to give rise to a $4.75 billion, self-managed real estate investment trust.

Following the contribution of Griffin Capital Real Estate Co. LLC to GCEAR on Dec. 14, GCEAR said it is now self-administered, with the transaction bringing "considerable reduction" in GCEAR's operating expenses, among other benefits.

Shortly following the merger close, GCEAR II, as the surviving entity, plans to undertake a tender offer for all shareholders of at least $100 million.

Closing of the merger is expected to occur in the first half of 2019, subject to shareholder approval, among other conditions.

Robert A. Stanger & Co. Inc. and Bank of America Merrill Lynch are the financial advisers to GCEAR, while SunTrust Robinson Humphrey Inc. is serving as financial adviser to GCEAR II's special committee of the board.

Nelson Mullins Riley & Scarborough LLP is providing legal counsel to GCEAR, while Venable LLP is offering legal counsel to the company's special committee of the board. Morris Manning & Martin LLP is providing legal counsel to GCEAR II's special committee of the board. Baker McKenzie is offering legal counsel to private investment firm Griffin Capital Co. LLC.