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Grubb & Ellis accuse former chairman of proxy contest

In a letter to shareholders, the real estate investment firm said the founder of private real estate firm, Thompson National Properties (TNP), was trying to take control of the firm – and allegedly force Grubb & Ellis to buy-out or ‘absorb’ his new company TNP.

Grubb & Ellis has accused its former chairman, Anthony Thompson, of launching a proxy contest to take control of the real estate investment firm – and alleged that Thompson wants the firm to take over his new private real estate operation, Thompson National Properties.

Thompson left Grubb & Ellis earlier this year to set up TNP after being Grubb & Ellis chairman for just three months. He was appointed chairman following Grubb & Ellis' merger with NNN Realty Advisors, which Thompson founded, earlier last year.

As Grubb & Ellis’ second largest shareholder, Thompson has put the firm under increasing pressure, recently filing a letter with the US Securities and Exchange Commission citing dismay over the company’s leadership and asking to be reappointed to the board.

However in a letter to shareholders today, Grubb & Ellis said Thompson’s campaign was a “blatant attempt” to get himself re-elected to the board and “ultimately take control of” the company. “Furthermore, we believe Mr. Thompson may intend to cause [Grubb & Ellis] to either buy or absorb his fledgling company.”

The letter instead asks shareholders to support three independent board directors at the firm’s annual general meeting next month, including Devin Murphy, managing partner of the retail-focused private equity firm, Coventry Real Estate Advisors, and Fleet Wallace, co-founder of McCann Realty Partners, the apartment investment firm that sponsors the two Silver-McCann Apartment funds.

The letter goes on to warn there would be a conflict of interests if Thompson were elected to the board of directors, as TNP is a rival firm. It adds: “Properties controlled by Mr. Thompson continue to be in default on loans from [Grubb & Ellis] and Mr. Thompson continues to be a seller of [Grubb & Ellis] stock. Currently, one Thompson property remains in default on principal and interest payments of nearly $1 million and another is in arrears for expenses of more than $300,000.”

Grubb & Ellis said it was unable to comment further. TNP was not available for comment by press time.