MCB Real Estate Proposes to Acquire Whitestone REIT for $15.20 Per Share

Rhea-AI Summary

MCB Real Estate proposed to acquire Whitestone REIT (NYSE: WSR) for $15.20 per share in cash on November 4, 2025, backed by fully committed equity and debt financing with a Wells Fargo financing letter. The offer represents a 21.0% premium to the current share price and 25.0% premium to the 30‑day VWAP as of November 3, 2025, implying a 14.0x price to consensus NTM FFO.

MCB, a 9.2% Whitestone holder, says Whitestone has underperformed peers on valuation and operating metrics and urges the board to engage or start a public strategic alternatives process; MCB will vote against the board if no engagement occurs.

Positive

• $15.20 per share all‑cash offer
• 21.0% premium to Whitestone share price
• 25.0% premium to 30‑day VWAP (Nov 3, 2025)
• Fully committed equity plus Wells Fargo financing letter
• 9.2% ownership by MCB (4,690,000 shares)

Negative

• Whitestone NTM FFO multiple 11.6x vs peers 13.1x
• Implied cap rate 8.9% vs peer average 7.1%
• Negative total shareholder return of ~6.6% since Oct 30, 2024
• Whitestone TSR +1.8% since June 3, 2024 vs peer +13.0%

Insights

Activist M&A Strategist

MCB offers $15.20 cash, a stated premium to current trading, and threatens board opposition if Whitestone doesn't engage.

MCB proposes a full-cash acquisition at $15.20 per share backed by committed equity and debt financing support from Wells Fargo. The offer is presented as a direct way to immediately deliver value to Whitestone shareholders by removing execution risk and closing the stated valuation gap.

Key dependencies and risks include constructive engagement by the Whitestone Board, the validity of the financing commitment, and potential competing bids; absence of engagement would leave MCB to pursue board challenges at the next annual meeting. The letter cites a 21.0% premium to the share price and a 25.0% premium to the 30‑day VWAP as of November 3, 2025, which are the primary factual levers supporting the claimed immediate shareholder benefit.

Watch for three concrete items in the near term: whether the Board opens talks or starts a public strategic alternatives process, any public confirmation of the Wells Fargo financing letter, and any third‑party proposals or formal defensive actions by the Board. Expect disclosures or shareholder votes within the next several months, including the next annual meeting timeline.

Whitestone has Failed to Create Value Since MCB Withdrew $15 Per Share Proposal Last Year

Reiterates Opportunity to Unlock Value  and Deliver Compelling Premium to Shareholders

Urges Shareholders to Demand the Whitestone Board Engage with MCB or Initiate Public Strategic Alternatives Process to Maximize Value

Commits to Voting Against Whitestone Board

BALTIMORE, Nov. 4, 2025 /PRNewswire/ -- MCB Real Estate ("MCB"), a leading commercial real estate developer and investment management firm with a diverse nationwide portfolio and approximately $3 billion in AUM, issued an open letter to all Whitestone REIT (NYSE: WSR) ("Whitestone" or the "Company") shareholders regarding MCB's proposal to acquire all of the outstanding shares of Whitestone REIT for $15.20 per share in cash, with no financing contingency. Absent engagement, MCB is considering all available options to ensure that the Board acts in the best interests of shareholders.

Below is the letter to Whitestone shareholders:

November 4, 2025

Dear Fellow Whitestone REIT Shareholders,

MCB Real Estate ("MCB") is the largest actively managed shareholder of Whitestone REIT ("Whitestone" or the "Company"), with ownership of 4,690,000 shares representing 9.2% of Whitestone's common shares. We are writing to inform all Whitestone shareholders that MCB stands ready to acquire the Company at $15.20 per share. Absent constructive engagement toward a transaction or the initiation of a public strategic alternatives process, we intend at a minimum to vote against the entire Whitestone Board at the next Annual Meeting of Shareholders, and encourage all shareholders to do the same.

MCB's $15.20 Per Share Proposal Delivers Immediate, Compelling and Certain Value,
at an Attractive Premium, to all Whitestone Shareholders

Under MCB's proposal, Whitestone shareholders would receive $15.20 per share in cash, representing a 21.0% premium to Whitestone's share price and a 25.0% premium to Whitestone's 30-day VWAP as of November 3, 2025. MCB's proposal is backed by fully committed equity along with debt financing supported by a highly confident letter from Wells Fargo. 

MCB's $15.20 per share all-cash proposal represents a compelling valuation of Whitestone at a price to consensus next twelve months funds from operations ("NTM FFO") multiple of 14.0x, which would be the highest multiple paid among recent strip center M&A transactions with a transaction value of $2.0 billion or less.¹

We are prepared to move forward expeditiously toward a mutually beneficial transaction.

Whitestone has Failed To Deliver and Will Never Close its Value Gap

Across multiple standard industry metrics, Whitestone's discounted valuation is evident.

1.      Whitestone's current NTM FFO multiple of 11.6x compares to an average of 13.1x for its peers.²

(See Figure 1)

2.      Whitestone's implied cap rate (based on NTM NOI⁴) of 8.9% reflects a significant discount to the peer average of 7.1%. While a higher trading cap rate for this portfolio of assets is expected, the difference is far greater than justified and reflects the small capitalization of the Company, the lack of access to capital and the market's lack of confidence in the Whitestone management team's ability to execute.

(See Figure 2)

3.      Whitestone management has failed to execute against a business plan that will address its persistent valuation discount to the strip center peers.

When the Whitestone Board of Trustees rejected our prior $15 proposal in October 2024 and refused to even engage, several points were cited that highlighted the "great progress against its strategic objectives"⁵ that would purportedly drive shareholder value, including Same Store NOI growth and Core FFO per share growth. However, Whitestone has failed to execute:

• • Whitestone's fiscal year ("FY") 2025 Same Store NOI growth guidance of 4.00% (midpoint) is down from the 5.10% delivered in FY 2024 and trails the peer average guidance for FY 2025 of 4.20%²;
  • While Whitestone's peers delivered an average FFO per share CAGR of 6.3% since 2021², Whitestone turned in a sub-average 5.5% over the same period⁶; and
  • Whitestone's 2025 Core FFO per share growth implied by its third quarter earnings guidance, 4.0%, also trails the peer average 5.5%^{2, 6}

Whitestone has delivered negative total shareholder returns of approximately 6.6% since the Board rejected our improved $15 per share offer on October 30, 2024.

In summary, the performance of Whitestone's stock demonstrates that the Company's small capitalization and trading float, bloated G&A spending, limited growth prospects and weaker overall asset quality relative to peers – and the market's lack of confidence in the Company's management and standalone prospects – severely limit the Company's ability to close its valuation gap. A sale of the Company is the only way to maximize value for Whitestone's shareholders.

MCB Is Willing and Able to Purchase Whitestone at $15.20 Per Share

MCB proposed to acquire all outstanding shares of Whitestone for $15 per share last year. In response, Whitestone's Board refused to engage in any meaningful discussions or commence a public strategic alternatives process. The Whitestone Board failed to negotiate, grant due diligence or take any action to maximize value, and publicly laid out a plan from management to unlock the significant upside in the Company. That plan has failed, and there is no reason to believe things will change in the future.

Notably, since MCB submitted its initial offer on June 3, 2024, Whitestone shares have delivered a total shareholder return of (+1.8%) which has materially underperformed the peer average (+13.0%)², RMZ (+15.9%) and Russell 2000 index (+22.7%).

Despite the management team's failure and continued destruction of value, MCB remains committed to its proposal to acquire the Company. MCB is once again requesting that the Board immediately engage with us on our proposal to acquire the Company or commence a public strategic alternatives process, including soliciting other acquisition proposals. We continue to have the financial resources, transactional experience and industry knowledge to quickly complete due diligence and finalize committed financing to complete the proposed transaction.

We encourage all Whitestone shareholders to urge the Board to engage with MCB to complete the proposed transaction or initiate a public strategic alternatives process.

If Whitestone Fails To Engage, MCB Believes Change is Needed on the Whitestone Board

Given the Company's lagging valuation and entrenched Board, MCB is considering all options.  At a minimum, MCB intends to vote against the entire Whitestone Board at next year's Annual Meeting of Shareholders. While we would prefer to work collaboratively with the Board to maximize the value of Whitestone, and hope a transaction will occur before the next Annual Meeting, we believe we have no choice left but to express our frustration and disappointment publicly, and ultimately to register our displeasure at the ballot box.

The Board has a narrow window now to do the right thing by meeting MCB at the negotiating table or entering into a public strategic alternatives process. We will continue engaging with our fellow shareholders to build support for change, and are committed to seeing this through to a successful conclusion that maximizes value for all shareholders.

Sincerely,

/s/ P. David Bramble
P. David Bramble, Managing Partner

‍Advisors
MCB has engaged Vinson & Elkins LLP as lead counsel and Wells Fargo is serving as financial advisor to MCB. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to MCB.

About MCB Real Estate
Founded in 2007, MCB Real Estate is a community-centric, privately held national commercial real estate investment management and development firm headquartered in Baltimore, Maryland. MCB boasts a nationwide portfolio of $3 billion in assets under management totaling approximately 17 million square feet with approximately 6 million square feet in its development pipeline. Property types include industrial, retail, mixed-use, multi-family, office, and healthcare. The firm offers a seamlessly integrated suite of commercial real estate investment services, including acquisitions, development, construction, asset management, property management, leasing, marketing, financing and legal expertise, thus ensuring comprehensive support throughout every stage of an asset's lifecycle. www.mcbrealestate.com.

Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which MCB has made to acquire all of the outstanding shares of the Company. In furtherance of this proposal and subject to future developments, MCB (and, if a negotiated transaction is agreed, the Company) may file one or more proxy statements, tender offer or other documents with the U.S. Securities and Exchange Commission ("SEC"). This communication is not a substitute for any proxy statement, prospectus, tender offer document or other document MCB or the Company may file with the SEC in connection with the proposed transaction.

This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, MCB and its executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Additional information regarding the interests of such potential participants will be included in one or more proxy statements, tender offer documents or other documents filed with the SEC if and when they become available. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents (if and when available) may be obtained free of charge from the SEC's website at http://www.sec.gov.

‍Media Contacts
‍Andrew Siegel / Lyle Weston
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

¹ NTM FFO based on consensus estimates per FactSet as of 11/3/2025. Defined as strip center transactions since 2022 with a transaction value of $2.0 billion or less. Transactions include the following: Wheeler REIT acquisition of Cedar Realty Trusty (3/2/2022), Regency Centers acquisition of Urstadt Biddle Properties (5/18/2023), and Kimco Realty acquisition of RPT Realty (8/28/2023).
² Peers defined as AKR, BRX, FRT, IVT, KIM, KRG, PECO, REG and UE.
³ S&P Capital IQ Pro. Market Data as of 11/3/2025.
⁴ Peers' implied cap rate per Green Street. WSR implied cap rate per NTM NOI consensus estimate of $115 million. Market Data as of 11/3/2025.
⁵ Whitestone REIT, October 30, 2024, Whitestone REIT Responds to MCB Indication of Interest, Press Release. https://ir.whitestonereit.com/news-and-events/news/news-details/2024/Whitestone-REIT-Responds-to-MCB-Indication-of-Interest/default.aspx#:~:text=Whitestone%20REIT%20is%20well%2Dpositioned,momentum%20while%20driving%20shareholder%20value.
⁶ Represents FFO per Share CAGR from 2021A to 2024A. FFO per Share metrics for the peers utilize core/modified FFO per share where available (AKR, IVT, KRG, PECO, REG, UE) and otherwise uses reported NAREIT FFO per Share (BRX, FRT, KIM).

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SOURCE MCB Real Estate

FAQ

What is MCB's offer for Whitestone REIT (WSR) announced Nov 4, 2025?

MCB offered $15.20 per share in cash with committed equity and debt financing.

How large is the premium in MCB's $15.20 per share proposal for WSR?

The proposal represents a 21.0% premium to the share price and 25.0% premium to the 30‑day VWAP as of Nov 3, 2025.

Does MCB have financing in place for the WSR acquisition proposal?

Yes; MCB says the offer is backed by fully committed equity and a debt financing letter from Wells Fargo.

What stake does MCB hold in Whitestone (WSR) prior to the proposal?

MCB disclosed ownership of 4,690,000 shares, representing 9.2% of Whitestone common shares.

What actions will MCB take if Whitestone's board does not engage on the Nov 4, 2025 proposal?

MCB intends to vote against the entire Whitestone board at the next annual meeting and may pursue other options.

How does MCB justify the $15.20 valuation for WSR on operating multiples?

MCB states the offer implies a 14.0x price to consensus NTM FFO, the highest among recent sub‑$2.0B strip‑center deals.