MCB Real Estate announced a proposal to acquire Whitestone REIT for $15.20 per share in cash, representing a 21% premium to Whitestone’s share price and a 25% premium to its 30‑day VWAP as of November 3, 2025.
The proposal is backed by fully committed equity and debt financing, including a letter of support from Wells Fargo. MCB’s valuation of Whitestone at a net‑to‑market‑funds‑of‑operations multiple of 14.0× is the highest multiple paid in recent strip‑center transactions involving assets under $2 billion. Whitestone’s current NTM FFO multiple of 11.6× and implied cap rate of 8.9% are below the peer average of 13.1× and 7.1%, respectively.
Whitestone’s management has previously rejected a $15 per share offer in October 2024, citing that the offer was opportunistically timed and would transfer value from other shareholders. The company’s Q3 2025 results showed net income of $18.6 million, up from $7.7 million in Q3 2024, and revenue of $41.0 million, up from $38.6 million year‑over‑year. Same‑store NOI grew 4.8% year‑over‑year in Q3 2025, and Whitestone reaffirmed its full‑year guidance for core FFO per share and same‑store NOI growth.
Whitestone’s portfolio consists of community‑centered strip centers and mixed‑use retail properties across the United States. Management noted that the company’s small capitalization, bloated G&A spending, limited growth prospects, and weaker overall asset quality relative to peers contribute to the valuation discount that MCB highlights.
MCB, which holds a 9.2% stake in Whitestone, has signaled it will vote against the entire board at the next annual meeting unless the board initiates negotiations or a public alternatives process. The company’s threat reflects an activist approach aimed at compelling the board to act in what it perceives as shareholders’ best interests.
Whitestone’s board has stated that the company is gaining momentum under new management and that the current offer does not reflect an appropriate valuation. The board’s stance underscores the tension between the activist investor and Whitestone’s management over the company’s strategic direction.
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