Upon the consummation of the Mergers, each of our outstanding shares of common stock will be converted into the right to receive 0.895 shares of Extra Space common stock, with cash paid in lieu of any fractional shares, without interest. The exchange ratio of 0.895 was fixed in the Merger Agreement and, except for certain adjustments on account of changes in the capitalization of Extra Space or the Company, will not be adjusted for changes in the market prices of either shares of our common stock or shares of Extra Space common stock. Changes in the market price of shares of Extra Space common stock prior to the closing of the Mergers will affect the market value of the merger consideration that our shareholders and holders of partnership units in the Operating Partnership will receive upon closing of the Mergers. Stock price changes may result from a variety of factors (many of which are beyond the control of us and Extra Space), including the following factors:
- market reaction to the announcement of the Mergers and the prospects of the combined company;- changes in the respective businesses, operations, assets, liabilities and prospects of either company;- changes in market assessments of the business, operations, financial position and prospects of either company or the combined company;- market assessments of the likelihood that the Mergers will close;- interest rates, general market and economic conditions and other factors generally affecting the market prices of our common stock and Extra Space common stock;- federal, state and local legislation, governmental regulation and legal developments in the businesses in which we and Extra Space operate; and - other factors beyond our control and that of Extra Space, including those described or referred to elsewhere in this "Risk Factors" section.
The market price of shares of Extra Space common stock at the closing of the Mergers may vary from its price on the date the Merger Agreement was executed, on the date of the joint proxy statement/prospectus and on the date of our special meeting. As a result, the market value of the merger consideration represented by the exchange ratio will also vary.
If the market price of shares of Extra Space common stock increases between the date the Merger Agreement was signed, the date of the joint proxy statement/prospectus or the date of our special meeting and the closing of the Mergers, our shareholders could receive shares of Extra Space common stock that have a market value upon completion of the Mergers that is greater than the market value of such shares calculated pursuant to the exchange ratio on the date the Merger Agreement was signed, the date of the joint proxy statement/prospectus or on the date of the special meeting, respectively. Conversely, if the market price of shares of Extra Space common stock declines between the date the Merger Agreement was signed, the date of the proxy statement/prospectus or the date of our special meeting and the closing of the Mergers, our shareholders could receive shares of Extra Space common stock that have a market value upon completion of the Mergers that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the Merger Agreement was signed, the date of the joint proxy statement/prospectus or on the date of the special meeting, respectively.
Therefore, while the number of shares of Extra Space common stock to be issued per share of our common stock is fixed, our shareholders cannot be sure of the market value of the merger consideration they will receive upon completion of the Mergers.