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AmREIT, Inc. – ‘PREM14A’ for 11/26/14

On:  Wednesday, 11/26/14, at 4:07pm ET   ·   For:  11/26/14   ·   Accession #:  1193125-14-427169   ·   File #:  1-35609

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/26/14  AmREIT, Inc.                      PREM14A    11/26/14    1:1.2M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger   HTML    928K 
                          or Acquisition                                         

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

AMREIT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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8 Greenway Plaza, Suite 1000 Houston, Texas 77046

December     , 2014

To the Stockholders of AmREIT, Inc.:

You are cordially invited to attend a special meeting of the stockholders of AmREIT, Inc., a Maryland corporation, to be held on                     , 2015. The special meeting will take place at                         , at              a.m. Central Standard Time. At the special meeting, we will ask you to, among other things, consider and vote upon the merger of AmREIT, Inc. with and into a subsidiary of Edens Investment Trust pursuant to the Agreement and Plan of Merger, dated as of October 31, 2014, among AmREIT, Edens Investment Trust, Edens Limited Partnership and Saturn Subsidiary, LLC, and the other transactions contemplated by the merger agreement. If the merger is completed, you, as a holder of shares of our common stock, will be entitled to receive $26.55 in cash, without interest and less any applicable withholding taxes, in exchange for each share of our common stock that you own, as more fully described in the enclosed proxy statement.

After careful consideration, our board of directors has unanimously determined that the merger agreement and the terms and conditions thereof and the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of AmREIT and its stockholders. At the special meeting, you will be asked to consider and vote upon a proposal to approve the merger and the other transactions contemplated by the merger agreement. Only stockholders of record who held shares of AmREIT common stock at the close of business on December 16, 2014 (which we refer to as the record date) will be entitled to vote. You may vote your shares at the special meeting only if you are present in person or represented by proxy at the special meeting.

At the special meeting, you will also be asked to consider and vote upon a proposal to approve, by advisory (non-binding) vote, the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger and a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement.

Our board of directors unanimously recommends that stockholders vote “FOR” the approval of the merger and other transactions contemplated by the merger agreement; “FOR” the approval, by advisory (non-binding) vote, of the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger; and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement.

The merger and the other transactions contemplated by the merger agreement must be approved by the affirmative vote of the holders of shares of our common stock entitled to cast a majority of all the votes entitled to be cast on the matter at the special meeting. The proxy statement accompanying this notice provides you with more specific information concerning the special meeting, the merger, the merger agreement and the other transactions contemplated by the merger agreement. We encourage you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about AmREIT from us or from documents we have filed with the Securities and Exchange Commission.

Your vote is very important regardless of the number of shares of our common stock that you own. Whether or not you plan to attend the special meeting, we request that you authorize a proxy to cast your vote either by completing and returning the enclosed proxy card as promptly as possible or submitting your proxy or voting instructions by telephone or Internet. The enclosed proxy card contains instructions regarding voting. If you attend the special meeting, you may continue to have your shares of our common stock voted as instructed in the proxy, or you may withdraw your proxy at the special meeting and vote

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your shares in person. If you fail to vote by proxy or in person on approval of the merger and the other transactions contemplated by the merger agreement, or fail to instruct your broker on how to vote, it will have the same effect as a vote against approval of the merger and the other transactions contemplated by the merger agreement.

On behalf of the board of directors, thank you for your continued support.

Sincerely,

H. Kerr Taylor

Chairman of the Board, President and Chief Executive Officer

This proxy statement is dated December     , 2014 and is first being mailed, along with the attached proxy card, to our stockholders on or about December     , 2014.

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AMREIT, INC.

8 Greenway Plaza, Suite 1000

Houston, Texas 77046

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                     , 2015

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Information about how to submit a proxy or voting instructions is provided in the accompanying proxy statement and on the separate proxy card or voting instruction form you received with the accompanying proxy statement.

Please note that we intend to limit attendance at the special meeting to stockholders as of the record date (or their authorized representatives).

If your shares of our common stock are held in “street name” by your bank, broker or other nominee, please bring to the special meeting your account statement evidencing your beneficial ownership of shares of our common stock as of the record date. All stockholders should also bring photo identification.

The accompanying proxy statement of which this notice forms a part provides detailed information about the merger and the other business to be considered by stockholders at the special meeting. We encourage you to read carefully the entire document, including the annexes.

By Order of the Board of Directors,

Chad C. Braun

Secretary

Houston, TX

December     , 2014

YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS FOR YOUR SHARES PROMPTLY, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

AND THE SPECIAL MEETING OF STOCKHOLDERS

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder of AmREIT. Please refer to the more detailed information contained elsewhere in this proxy statement, including the annexes and the documents we refer to in this proxy statement.

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Approval, by advisory (non-binding) vote, of the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger and approval of any adjournments if necessary or appropriate, of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement require the affirmative vote of a majority of the votes cast on each such matter at the special meeting. For the purposes of these proposals, abstentions will not be counted as votes cast and will have no effect on the result of the votes. In addition, our bylaws permit the chairman of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting.

Although the board of directors intends to consider the vote resulting from the advisory (non-binding) vote on “golden parachute” compensation that our named executive officers will or may receive in connection with the merger, the vote is advisory only and, therefore, is not a condition to the closing of the merger, is not binding on AmREIT or Edens or any of their respective subsidiaries, and, if the merger and other transactions contemplated by the merger agreement are approved by our stockholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved.

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With respect to the proposal to approve, by advisory (non-binding) vote, the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger, and the proposal to approve any adjournment, if necessary or appropriate, of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement, if you abstain from voting or fail to vote, it will have no effect.

If you do not instruct your broker, bank or other nominee to vote your shares with respect to the proposal to approve the merger and the other transactions contemplated by the merger agreement, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal. However, a failure to instruct your broker, bank or other nominee to vote on the other two proposals to be considered at the special meeting will have no effect on the outcome of such proposals.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This proxy statement and the documents to which we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. Examples of forward-looking statements include information concerning possible or assumed future results of operations of AmREIT, the expected completion and timing of the merger and other information relating to the merger. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words.

Except for historical information, matters discussed in this proxy statement are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

In addition to other factors and matters contained or incorporated in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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Forward-looking statements are based on the information currently available and are applicable only as of the date on which such statements were made. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. You are urged to carefully review the disclosures we make in this proxy statement and the documents to which we refer you in this proxy statement concerning risks and other factors that may affect us, including those made in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014, and updated in our subsequently filed current reports on Form 8-K and our Quarterly Reports on Form 10-Q. The forward-looking statements are qualified in their entirety by these cautionary statements, which are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. We caution you that any forward-looking statements made in this proxy statement or the documents to which we refer you in this proxy statement are not guarantees of future performance and that you should not place undue reliance on any of such forward-looking statements, which speak only as of the date of this document. There may be additional risks of which we are presently unaware or that we currently deem immaterial. We do not intend, and undertake no obligation, to update our forward-looking statements to reflect future events or circumstances, except as required by law.

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INFORMATION ABOUT THE SPECIAL MEETING OF STOCKHOLDERS

This section contains information about the special meeting of stockholders.

Together with this proxy statement, we are sending you a notice of special meeting of stockholders and a form of proxy that is being solicited by our board of directors for use at the special meeting. The information and instructions contained in this section are addressed to our stockholders and all references to “you” or “stockholders” in this section and elsewhere in the proxy statement should be understood to be addressed to our stockholders.

Date, Time and Purpose of the Special Meeting of Stockholders

This proxy statement is being furnished by our board of directors in connection with the solicitation of proxies from holders of our common stock for exercise at the special meeting of stockholders to be held on                     , 2015 at                                     , at              a.m. Central Standard Time, and at any postponement or adjournment of the special meeting, if applicable. The purpose of the special meeting is for you to consider and vote upon: (1) a proposal to approve the merger of AmREIT with and into Merger Sub, with Merger Sub surviving the merger, and the other transactions contemplated by the merger agreement (Proposal No. 1); (2) a proposal to approve, by advisory (non-binding) vote, the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger (Proposal No. 2); and (3) a proposal to approve any adjournment, if necessary or appropriate, of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement (Proposal No. 3). Our common stockholders must approve the merger and the other transactions contemplated by the merger agreement for the merger to occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

Recommendation of Our Board of Directors

Our board of directors has unanimously approved the merger agreement and the terms and conditions thereof and the merger and the other transactions contemplated by the merger agreement and determined that they are advisable and in the best interests of AmREIT and its stockholders and unanimously recommended that stockholders vote “FOR” Proposal No. 1, approval of the merger and the other transactions contemplated by the merger agreement, “FOR” Proposal No. 2, approval, by advisory (non-binding) vote, of the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger, and “FOR” Proposal No. 3, approval of any adjournment, if necessary or appropriate, of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement.

For more information concerning the recommendation of our board of directors with respect to the merger, see “Proposal No. 1 – Approval of the Merger – Recommendation of Our Board of Directors and Reasons for the Merger” beginning on page 33.

Record Date, Notice and Quorum

Only holders of record of our common stock as of the close of business on the record date, which was December 16, 2014 are entitled to receive notice of and to attend the special meeting or any postponements or adjournments of the special meeting. At the close of business on the record date of December 16, 2014,                  shares of our common stock were outstanding and entitled to vote at the special meeting or any postponements or adjournments of the special meeting.

Stockholders entitled to cast a majority of all the votes entitled to be cast at the special meeting as of the close of business on the record date, present in person or represented by proxy, will constitute a quorum for

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purposes of the special meeting. A quorum is necessary to transact business at the special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum.

If a quorum is not present at the special meeting of stockholders, we expect that the special meeting will be adjourned to a later date.

Required Vote

Each share of our common stock outstanding on the record date will be entitled to one vote, in person or by proxy, on each proposal submitted for the vote of stockholders.

The approval of the merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of shares of our common stock entitled to cast a majority of all the votes entitled to be cast on the matter at the special meeting. Because the required vote for this proposal is based on the number of shares of our common stock outstanding rather than on the number of votes cast, failure to vote your shares of our common stock (including as a result of broker non-votes, if any) and abstentions will have the same effect as voting against approval of the merger and the other transactions contemplated by the merger agreement.

The proposal to approve, by advisory (non-binding) vote, the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger and the proposal to approve any adjournment, if necessary or appropriate, of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement each require the affirmative vote of a majority of the votes cast on such matter at the special meeting. For the purposes of these proposals, abstentions will not be counted as votes cast and will have no effect on the result of the votes on these proposals. In addition, our bylaws permit the chairman of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting.

If you hold your shares of our common stock in your own name as of the record date and want your shares of our common stock to be included in the vote, you must vote your shares of our common stock by using one of the following methods:

Regardless of whether you plan to attend the special meeting, we request that you complete and return a proxy for your shares of our common stock as described above as promptly as possible. If you own shares of our common stock through a broker, bank or other nominee in “street name,” you must provide voting instructions in accordance with the instructions on the voting instruction form that your broker, bank or other nominee provides to you. You should instruct your broker, bank or other nominee as to how to vote your shares, following the directions contained in such voting instruction form. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee, who can give you directions on how to vote your shares of our common stock.

Broker Non-Votes

A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in “street name,” the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner. Brokers,

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banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Thus, if a beneficial owner of shares of AmREIT common stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be present in person or represented by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. If you do not instruct your broker, bank or other nominee to vote your shares with respect to the proposal to approve the merger and the other transactions contemplated by the merger agreement, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal. However, a failure to instruct your broker, bank or other nominee to vote on the proposal to approve, by advisory (non-binding) vote, the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger and the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement will have no effect on the outcome of such proposals.

Shares Held by Directors and Executive Officers

As of the close of business on the record date, our directors and executive officers held and are entitled to vote at the special meeting                  shares of our common stock, representing approximately             % of the aggregate common stock issued and outstanding on that date. We currently expect that our directors and executive officers will vote their shares in favor of the proposal to approve the merger and the other transactions contemplated by the merger agreement and the other two proposals to be considered at the special meeting, although none of them is obligated to do so.

Proxies and Revocation; Brokers

If you properly submit a signed proxy, your shares of our common stock will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated on your signed proxy card, your shares of our common stock will be voted “FOR” the approval of the merger and the other transactions contemplated by the merger agreement, “FOR” the approval, by advisory (non-binding) vote, of the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger and “FOR” the approval of any adjournment, if necessary or appropriate, of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement.

You may revoke your proxy at any time, but only before the proxy is voted at the special meeting, in any of three ways:

Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy. If you own our shares of our common stock in “street name,” you may revoke or change a previously granted proxy by following the instructions provided by your broker, bank or other nominee that is the registered owner of your shares of our common stock.

We do not expect that any matter other than the approval of the merger and the other transactions contemplated by the merger agreement, the approval, by advisory (non-binding) vote, of the “golden parachute” compensation that our named executive officers will or may receive in connection with the merger and the

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approval of any adjournment, if necessary or appropriate, of the special meeting for the purpose of soliciting additional proxies if there are sufficient votes at the time of the special meeting to approve the merger will be brought before or at the special meeting. If, however, such a matter is properly presented before or at the special meeting or any postponements or adjournments of the special meeting, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion.

AmREIT will pay the costs of soliciting proxies for the special meeting. Our officers, directors and employees may solicit proxies by telephone and facsimile, by mail, by Internet or in person. They will not be paid any additional amounts for soliciting proxies. We will also request that individuals and entities holding shares of our common stock in their names, or in the names of their nominees that are beneficially owned by others, send proxy materials to and obtain proxies from those beneficial owners, and will reimburse those holders for their reasonable expenses in performing those services upon request. We have retained Georgeson Inc. to assist us in the solicitation of proxies, and will pay fees of approximately $15,000, plus reimbursement of out-of-pocket expenses, to Georgeson. In addition, our arrangement with Georgeson includes provisions obligating us to indemnify it for certain liabilities that could arise in connection with its solicitation of proxies on our behalf. We will also request that banking institutions, brokerage firms, custodians, trustees, nominees, fiduciaries and other like parties forward the solicitation materials to the beneficial owners of shares of our common stock held of record by such person, and we will, upon request of such record holders, reimburse forwarding charges and out-of-pocket expenses.

Postponements

At any time prior to convening the special meeting, our board of directors may postpone the special meeting for any reason without the approval of our stockholders from time to time to a date not more than 120 days after the original record date.

Adjournments

The affirmative vote of a majority of the votes cast on such matter at the special meeting will be sufficient to adjourn the special meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at such meeting. For purposes of the vote to adjourn the special meeting, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. In addition, our bylaws permit the chairman of the special meeting, acting in his or her own discretion and without any action by our stockholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting.

Questions and Additional Information

If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call Georgeson, our proxy solicitor, toll-free at 1-866-541-3547.

Your vote is important. Please sign, date and return your proxy card or voting instruction form or submit your proxy and/or voting instructions by telephone or over the Internet promptly.

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PARTIES TO THE MERGER

AmREIT

8 Greenway Plaza, Suite 1000

Houston, Texas 77046

(713) 850-1400

We are a Maryland corporation and a vertically integrated and self-administered publicly traded REIT that owns, operates, acquires and selectively develops and redevelops primarily neighborhood and community shopping centers located in high-traffic, densely populated, affluent areas with high barriers to entry. Our shopping centers are often anchored by strong national and local retailers, including supermarket chains, drug stores and other necessity-based retailers. Our remaining tenants consist primarily of specialty retailers and local restaurants. Over our 31-year history, we have acquired, owned and operated retail properties across 19 states. Additional information about us is available on our website at www.amreit.com. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. Our common stock is listed on the NYSE under the symbol “AMRE.” For additional information about us and our business, please refer to “Where You Can Find More Information” on page 83.

Edens Investment Trust

1221 Main Street, Suite 1000

Columbia, South Carolina, 29201

(803) 779-4420

Edens Investment Trust is a Maryland statutory trust. It owns approximately 94% of the limited partnership units of Edens Limited Partnership.

Edens Limited Partnership

1221 Main Street, Suite 1000

Columbia, South Carolina, 29201

(803) 779-4420

Edens Limited Partnership is a Delaware limited partnership. Edens Limited Partnership and its subsidiaries and affiliates develop, own and operate community-oriented shopping centers primarily in markets located on the East Coast. As of November 1, 2014, Edens owns 95 centers as well as a number of development sites with an overall portfolio value in excess of $4 billion, the majority of which assets are located in the MSAs of Boston, New York, Washington, DC, Atlanta and Miami.

Saturn Subsidiary, LLC

c/o Edens Investment Trust

1221 Main Street, Suite 1000

Columbia, South Carolina, 29201

(803) 779-4420

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Edens Limited Partnership that was formed solely for the purpose of consummating the merger and the related transactions in connection with the merger.

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PROPOSAL NO. 1 — APPROVAL OF THE MERGER

The following is a description of the material aspects of the merger, including the merger agreement. While we believe that the following description covers the material terms of the merger, the description may not contain all of the information that may be important to you. We encourage you to read carefully this entire proxy statement, including the merger agreement attached to this proxy statement as Annex A, for a more complete understanding of the merger.

Overview

Under the terms of the merger agreement, Edens Limited Partnership will acquire AmREIT through its ownership of Merger Sub. To accomplish this, pursuant to the merger agreement, at the effective time of the merger, AmREIT will merge with and into Merger Sub, with Merger Sub surviving the merger and continuing to exist as the surviving entity. The surviving entity will be a direct wholly owned subsidiary of Edens Limited Partnership and an indirect wholly owned subsidiary of Edens Investment Trust.

Background of the Merger

From our inception in the early 1980s until 1997, we accumulated a portfolio of retail real estate assets consisting of both community shopping centers located primarily in Houston as well as single tenant properties leased on a triple net lease basis primarily to restaurants. During that period, we raised equity capital in private placements and in best-efforts registered offerings through a network of independent broker-dealers for whom an affiliated AmREIT broker-dealer served as dealer-manager. In July 2002, we listed a class of our common stock, our Class A common stock, on the American Stock Exchange. Through 2006, we also issued three unlisted classes of our common stock known as Class B, Class C and Class D common stock, each of which classes was not traded on a recognized securities market. In May 2005, we issued shares of our Class A common stock in an underwritten registered public offering. By the spring of 2007, we had four classes of common stock, an independent broker-dealer network with a substantial annual overhead load and disparate property types that produced attractive cash returns but did not fit together from a strategic point of view.

In 2007, our board of directors adopted Vision 2010, a three-year strategic plan intended to enhance stockholder value by (1) reducing our overhead by discontinuing our broker-dealer operation and shutting down our independent broker-dealer network; (2) simplifying our capital structure; and (3) focusing our growth and real estate operations on institutional-quality Irreplaceable Corner^® properties. In the third quarter of 2008, we discontinued our broker-dealer operations. In the fourth quarter of 2008, we voluntarily de-listed our thinly traded Class A common stock and began planning to simplify our capital structure. In May 2009, we procured stockholder approval to re-domicile AmREIT from Texas to Maryland, a state in which a majority of listed REITs are formed. In November 2009, we consummated the merger of AmREIT into REITPlus, Inc., a Maryland corporation that elected to be taxed as a REIT, simplifying our capital structure by consolidating all classes of our common stock into a single class. Concurrently with the merger discussed in the prior sentence, REITPlus, Inc. changed its name to AmREIT, Inc.

In early 2010, our board of directors adopted Vision 2012, a two-year strategic plan focused on enhancing stockholder value through creating liquidity for our stockholders and growing our Irreplaceable Corner^® portfolio. Between the time of the adoption of Vision 2012 and the end of 2012, we completed an underwritten public offering of our common stock and listed our common stock on the NYSE, acquired five Irreplaceable Corner^® properties in Houston, Dallas and Atlanta and, working with our underwriters, planned to convert all of our illiquid Class A common stock into listed common stock by the time of our annual meeting in 2013. We completed this conversion in April 2013.

In October 2013, our board of directors authorized another strategic initiative intended to enhance stockholder value through the vertical redevelopment of suitable Irreplaceable Corner^® properties in our

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portfolio. In November 2013, we announced that we had categorized our Uptown Park and Courtyard on Post Oak properties in Houston as “under development.” In April 2014, we announced detailed steps to begin development of those properties.

On April 10, 2014, Mr. Taylor, our chairman and chief executive officer, met Martin E. Stein, Jr., the chairman and chief executive officer of Regency Centers Corporation, or Regency, at an Urban Land Institute meeting in Canada. At that meeting, Mr. Stein expressed a general interest in exploring strategic transactions between Regency and AmREIT.

Prior to the annual REITWeek institutional investor conference in New York that was held in early June 2014, Mr. Stein invited Mr. Taylor to meet him for breakfast. At a breakfast held on the morning of June 3, 2014, attended only by Messrs. Stein and Taylor, Mr. Stein informed Mr. Taylor that he had discussed with Regency’s board of directors the possible acquisition of AmREIT by Regency for a price equal to $22.00 per share. At that meeting, Mr. Taylor informed Mr. Stein that we were in the early stages of a number of exciting growth initiatives that management and our board of directors expected to significantly enhance stockholder value through vertical development of some of our best Irreplaceable Corner^® properties and that he believed it was premature for us to consider a strategic transaction with Regency or otherwise.

On June 11, 2014, at a meeting called for the purpose of approving the launch of an “at the market” offering of our common stock and approving an amendment of our revolving credit agreement, Mr. Taylor informed our board of directors that he had received a verbal indication of interest from Mr. Stein with respect to Regency acquiring AmREIT for a price of $22.00 per share. Mr. Taylor informed our board of directors that, based on management’s internal asset valuation model, our current net asset value per share of AmREIT common stock exceeded the price that Mr. Stein indicated Regency would be interested in paying for AmREIT. Management indicated to the board of directors that it believed the continued independent operation of AmREIT was likely to yield higher values than Regency’s unsolicited offer. Following discussion, the board of directors agreed that pursuing the $22.00 per share indication of interest was not in the best interest of AmREIT and that the board of directors should decline Regency’s indication of interest if the board of directors received a written communication from Regency at this price.

On June 19, 2014, Mr. Taylor received from Mr. Stein a letter indicating Regency’s interest in purchasing AmREIT for a purchase price of $22.00 per share, payable in cash, Regency common stock or a combination thereof. The letter was accompanied by materials supporting Regency’s financial offer. In the letter, Mr. Stein indicated a willingness on the part of Regency to create an “urban densification” division within Regency and his interest in Mr. Taylor and key members of our management team playing an important role within that division. The letter also indicated Regency’s interest in Mr. Taylor becoming a member of Regency’s management executive committee and joining Regency’s board of directors. Mr. Stein stated that he had the full support of Regency’s board of directors in making the proposal.

On June 23, 2014, Mr. Taylor provided to our board of directors the letter and supporting materials from Regency together with management’s analysis of our then current net asset value per share of our common stock, which exceeded Regency’s indicated offer price, with additional analysis of potential value that could be created for our stockholders through the vertical redevelopment initiatives that we had announced.

On June 25, 2014, Mr. Taylor sent a letter to Mr. Stein rejecting Regency’s offer to engage in further dialogue and due diligence regarding a potential acquisition transaction.

On July 1, 2014, representatives of Eastdil Secured/Wells Fargo Securities, or Wells Fargo, contacted representatives of Jefferies LLC, or Jefferies, who had been the lead book-running manager of our July 2012 and July 2013 underwritten public offerings of common stock, and requested that Jefferies inform Mr. Taylor of Regency’s desire to engage in exclusive acquisition negotiations with us. Jefferies promptly conveyed this message to Mr. Taylor.

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On July 7, 2014, the Wells Fargo representatives again contacted the Jefferies representatives, informing them that (1) Regency had acquired a position in AmREIT common stock, and (2) Regency was prepared to publicly announce such stock position and publish an indication of interest in acquiring AmREIT if, within 24 hours, AmREIT did not accept Regency’s proposal to engage in exclusive negotiations with respect to Regency’s potential acquisition of AmREIT. On July 8, 2014, Mr. Taylor instructed Jefferies to advise Regency that AmREIT rejected Regency’s proposal to engage in exclusive negotiations with Regency regarding a potential acquisition transaction.

On July 10, 2014, Regency issued a press release, publishing a letter from Mr. Stein to Mr. Taylor containing a proposal by Regency to acquire AmREIT for a price of $22.00 per share of AmREIT common stock, payable in cash, Regency common stock or a combination thereof. After receipt of the proposal letter, our board of directors met telephonically to discuss the proposal. At this meeting, our board of directors designated Mr. Taylor and two independent directors of AmREIT, Mack Pridgen and H.R. Rush, to interview potential financial advisors and report back to the full board of directors. On the same day, we issued a press release acknowledging receipt of a non-binding unsolicited acquisition proposal from Regency for $22.00 per share of AmREIT common stock and stating that our board of directors had met to discuss the proposal and would evaluate the proposal carefully and respond in due course.

On July 12, 2014, our board of directors held a telephonic meeting to discuss AmREIT’s response to the Regency proposal and to interview and select a financial advisor. Messrs. Taylor, Pridgen and Rush and representatives of Morrison & Foerster LLP, AmREIT’s regular outside corporate counsel, reported on their discussions with three potential financial advisors and recommended that the board engage Jefferies as AmREIT’s financial advisor. Our board of directors telephonically interviewed the three potential advisors suggested by Messrs. Taylor, Pridgen and Rush, and then discussed how to ensure that any engagement of a financial advisor did not create a material incentive to favor or reject any acquisition proposal. Following such discussion, our board of directors decided to engage Jefferies as AmREIT’s financial advisor.

On July 16, 2014, we issued a press release announcing that Jefferies would serve as AmREIT’s financial advisor and Morrison & Foerster would serve as AmREIT’s legal advisor regarding Regency’s proposal and any strategic alternatives to be explored by us.

On July 24, 2014, our board of directors held its regular quarterly meeting. Representatives of our executive management team attended the meeting, as did representatives of Jefferies, Morrison & Foerster and Venable LLP, AmREIT’s Maryland counsel, or Venable. After the board of directors conducted its regular quarterly business, the board turned its attention to AmREIT’s response to Regency’s public proposal. Representatives of Venable advised the members of the board of their duties under applicable law in considering the unsolicited acquisition offer from Regency and any review of strategic alternatives taken by our board of directors. Representatives of Morrison & Foerster and Venable reviewed with the board steps that it could consider in responding to the Regency offer and evaluating strategic alternatives, including measures the board could adopt to ensure that our board of directors would be able to satisfy their duties under applicable law. As a part of the discussion, AmREIT’s takeover defenses were reviewed and Venable explained for the board the provisions of the Maryland Business Combination Act.

After being advised of their legal duties and reviewing potential steps they could take in responding to the Regency offer and evaluating strategic alternatives, the members of our board of directors received a report from members of our executive management team. Mr. Taylor and other members of our executive management team reviewed with the board our business plan, including plans for vertical development at our Uptown Park and Courtyard at Post Oak properties in Houston, and management’s views regarding our portfolio of Irreplaceable Corner^® properties and the valuation of our property portfolio and business platform. Following management’s presentation, representatives of Jefferies reviewed with the board its preliminary views on the valuation of AmREIT. Representatives of Jefferies also reviewed with the board potential strategic alternatives that may be available to us, including remaining as an independent public company and a potential sale.

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After hearing presentations from our executive management team and Jefferies, asking a number of questions regarding their respective presentations and discussing the valuation information presented to the board, our board of directors went into executive session, with representatives of Morrison & Foerster and Venable present. Mr. Taylor expressed his view that the board should authorize a process to evaluate strategic alternatives for maximizing value for our stockholders. The directors also discussed the importance of having AmREIT, and not outside parties, maintain control over the process by which strategic alternatives are evaluated and the benefits of opting into the Maryland Business Combination Act for that purpose. Mr. Taylor then exited the meeting. The independent members of our board discussed further the information heard during the meeting and their views on what AmREIT should do. Mr. Taylor then rejoined the meeting. Following further discussion, the board unanimously resolved: (i) to ratify Jefferies’ engagement as our financial advisor and Morrison & Foerster’s and Venable’s engagement as our legal advisors to assist the board in evaluating our strategic alternatives for maximizing stockholder value; and (ii) to opt into the Maryland Business Combination Act in order to ensure that the board had sufficient time to carefully consider such strategic alternatives.

On July 29, 2014, we publicly announced AmREIT’s decision to explore strategic alternatives to enhance stockholder value, to engage financial and legal advisors to assist the board in such evaluation and the decision to opt into the Maryland Business Combination Act. Between July 24 and August 5, 2014, Jefferies, working with our executive management team, compiled a list of parties who were identified as being potentially interested in pursuing a transaction with AmREIT, and Morrison & Foerster prepared a form of non-disclosure agreement to be distributed to prospective interested parties.

On August 5, 2014, our board of directors held a telephonic special meeting for the purpose of reviewing with representatives of Jefferies the list of parties who were identified as being potentially interested in pursuing an acquisition or other strategic alternative transaction. Members of our executive management team and representatives of Jefferies and Morrison & Foerster attended the meeting. At the beginning of the meeting, representatives of Morrison & Foerster reminded members of our board of directors of their duties under applicable law in evaluating our strategic alternatives. Representatives of Jefferies then presented the board with a list of 37 Tier 1 prospects, who were the companies or institutional capital sources that Jefferies believed were most likely to have an interest in pursuing a strategic alternative transaction with us, and 62 Tier 2 prospects comprised of companies who are actively involved in merger and acquisition activity or purchases of real estate portfolios. Jefferies reported to the board that the prospects included many of the publicly-traded shopping center REITs, including Regency, certain private REITs and real estate companies as well as a significant number of well-known financial buyers. After discussing the list of prospects with Jefferies, the board unanimously resolved to authorize Jefferies to submit inquiries to 41 potential interested parties, including all 37 Tier 1 prospects.

On August 6, 2014, Jefferies began to contact, on behalf of AmREIT, the potential interested parties. Between August 6 and September 4, 2014, we entered into non-disclosure and standstill agreements with 22 parties (which included publicly-traded shopping center REITS, including Regency, certain private REITs and real estate companies as well as certain well-known financial buyers). None of the non-disclosure and standstill agreements prohibited the counterparty from requesting a waiver of the standstill provisions. Jefferies provided each of these parties with access to an electronic data room containing information about, among other things, our properties, our financial position, results of operations and prospects and our vertical development opportunities. Four of these parties had removed themselves from the process by September 4, 2014, leaving 18 active participants on that date.

On September 5, 2014, our board of directors held a telephonic meeting. Members of our executive management team and representatives of Jefferies and Morrison & Foerster attended the meeting. During the meeting, members of our executive management team and Jefferies reported to the board the steps taken to date in the process to evaluate strategic alternatives. Management reported to the board that 41 potentially interested parties had been contacted about their potential interest in a strategic alternative transaction involving AmREIT, 18 participants had executed non-disclosure and standstill agreements and remained active in the strategic alternative evaluation process and one party was still negotiating the terms of a non-disclosure and standstill

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agreement with AmREIT. Management also reported that all of the parties who had executed non-disclosure and standstill agreements had reviewed documents in the electronic data room. After discussing the status of the strategic alternative evaluation process with members of our executive management team and representatives of Jefferies and Morrison & Foerster, our board of directors authorized Jefferies to inform each interested party that the deadline for submitting non-binding indications of interest, including the price per share of AmREIT common stock they would be willing to pay in an acquisition of AmREIT, was September 25, 2014.

Between September 5, 2014 and September 25, 2014, all interested parties were offered the opportunity to hold in-person meetings with our management team, and our executive management team had in-person meetings with each of the 10 interested parties who requested an in-person meeting. Each of our executive management team members participated in those meetings, and certain of those meetings involved tours of some of our properties. During this period, we responded to various questions from each of the interested parties, added extensive non-public information to the electronic data room and provided requesting parties with access to our personnel and advisors regarding certain tax and financial questions.

On September 25 and 26, 2014, eight companies, including Edens and Regency, submitted to us written, non-binding indications of interest in acquiring AmREIT. Each indication of interest contained, among other things, the price per share of AmREIT common stock the party was willing to pay for 100% of the outstanding shares of AmREIT common stock, the type of consideration (cash, stock or a combination) proposed to be utilized, any approvals required by the interested party, remaining due diligence requirements and an estimate of the amount of time such party would require to reach a definitive merger or acquisition agreement with us. The indicated prices per share of AmREIT common stock ranged from a low of $23.50 per share to a high of $25.10 per share (which $25.10 price was submitted by Edens).

On September 30, 2014, our board of directors held an in-person meeting to consider the response to the non-binding indications of interest to acquire AmREIT received from the interested parties the previous week. Members of our executive management team, as well as representatives of Jefferies and Morrison & Foerster, attended the meeting. At the beginning of the meeting, Mr. Taylor informed the board about the scope of and management’s impressions from the meetings that our executive management team held with each of the parties that had submitted non-binding indications of interest. In his remarks, Mr. Taylor advised the board that it was the view of the executive management team that additional value existed in AmREIT above that indicated by the non-binding indications of interest received by us the previous week.

Representatives of Morrison & Foerster also reminded the members of our board of directors of their duties under applicable law in evaluating our strategic alternatives. Representatives of Jefferies reviewed with the board Jefferies’ current financial analysis of AmREIT utilizing the same methodologies presented to the board at the July 24, 2014 meeting.

Members of our board of directors then asked questions regarding (1) the process followed by Jefferies to obtain the indications of interest; (2) the relative strategies, ability to pay and other relevant attributes of the parties who had submitted indications of interest; (3) whether those parties were providing appropriate value for our vertical development initiatives at Uptown Park and the Courtyard at Post Oak in Houston; and (4) the reasonable expectations of increasing the indicated prices in a second round of the process. The members of the board, members of our executive management team and the Jefferies and Morrison & Foerster representatives discussed how AmREIT should respond to the indications of interest.

Following the discussion, our board of directors, with input from the members of our executive management team present and the representatives of Jefferies and Morrison & Foerster, discussed the following action plan: (1) we would inform the four interested parties with the highest indicated values (which values ranged from $0.50 to $1.10 higher than the fifth highest indicated value) of their invitation to participate in a second round of the evaluation process along with the board’s expectation that their next round offers would be significantly higher than the initial non-binding indications of interest; (2) we would inform the other four interested parties that at the current levels, their indications of interest were insufficient to earn an invitation to participate in the

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second round of the process, but that they were invited as quickly as possible after being notified of their exclusion to provide an increased indicated price per share of AmREIT common stock, and if such indicated price was at least as high as the fourth highest indicated price (without that indicated price being disclosed), that party would be invited to participate in the second round of the strategic evaluation process; (3) the parties invited to participate in the second round would be provided with continued access to management and the data room to conduct more in depth due diligence to support an upwardly revised indicated price; and (4) Morrison & Foerster would prepare a “bid draft” of a merger agreement to be circulated by mid-October to participants in the second round with instructions to present markups of the bid draft at the time each participant submitted its second round bid.

The Jefferies representatives then exited the meeting, at which time our board of directors engaged in a further discussion of the steps and timing of the second round of the strategic evaluation process. After this discussion, the board unanimously approved a second round of the strategic evaluation process to be conducted in the manner discussed above.

On October 6, 2014, representatives of Jefferies, on behalf of AmREIT, called all of the parties who had submitted non-binding indications of interest. The Jefferies representatives informed the four companies with the highest indicated prices that they would be asked to participate in a second round of the strategic evaluation process but that their initial indicated prices were significantly below the level at which the AmREIT board of directors would desire to enter into a strategic transaction. They informed each of the four parties whose indicated prices were between $23.50 and $24.00 per share of AmREIT common stock that their indicated prices were insufficient to warrant their inclusion in a second round of our strategic evaluation process, but invited each of them to submit a revised indication of interest by the close of business on October 7, 2014. On October 7, one of those parties increased its indicated price from $24.00 to $25.50 per share of AmREIT common stock and was informed that it would be included in the second round of the strategic evaluation process. Mr. Taylor also called the five companies with the highest indicated prices to reiterate that their initial indicated prices were below the level at which our board of directors would desire to enter a strategic transaction. He also re-extended the invitation to make the AmREIT management team available to provide information or respond to questions that would be beneficial in their evaluation process.

Between October 6 and October 17, 2014, the five parties who were included in the second round of our strategic evaluation process continued to conduct their respective due diligence of our business and assets and were provided ongoing access to the electronic data room, our executive management team and advisors, who answered questions from various parties and advisors with respect to certain financial and tax matters.

On October 17, 2014, Jefferies, on behalf of AmREIT, provided to each of the five parties included in the second round of the strategic evaluation process a letter instructing those parties to submit by October 27, 2014 a non-binding letter containing (1) a price per share of AmREIT common stock that it was willing to pay for 100% of our outstanding common stock, including any underwriting assumptions and a detailed breakdown of associated transaction and debt breakage costs, (2) the form of consideration to be paid in such acquisition, (3) whether the proposed acquisition was fully financed or contingent upon receipt of financing, (4) a confirmation that due diligence was complete, and (5) a statement that all internal approvals had been obtained and a list of further approvals required prior to signing a definitive agreement for a transaction and prior to closing a transaction. Included with the instruction letter was a “bid draft” of a merger agreement. Each party was instructed to submit a markup of the bid draft of the merger agreement with their non-binding bids on October 27, 2014.

During the period October 17, 2014 to October 27, 2014, all parties invited to make second round proposals continued to have access to the electronic data room, our executive management team and our tax counsel at Morrison & Foerster. Three of the parties that were invited to make second round proposals had in-person meetings with members of our executive management team, including Terry Brown, Chairman and Chief Executive Officer of Edens, who met with Mr. Taylor and other members of our executive management team on October 27, 2014.

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On October 27, 2014, all five parties that had been invited to participate in the second round of the strategic evaluation process submitted written non-binding proposals to acquire us and proposed mark-ups of the bid draft merger agreement.

Company A, a strategic buyer, proposed a merger of AmREIT into a wholly-owned merger subsidiary of Company A in exchange for $25.30 in cash per share of outstanding AmREIT common stock. Company A indicated it would be interested in discussing with our board of directors a stock-for-stock merger where our stockholders would receive a significant portion of the total merger consideration in Company A common stock. Company A did not indicate whether it had completed its due diligence investigation or whether additional approvals of the transaction were required.

Company B, a strategic buyer, proposed a merger of AmREIT with Company B in a 100% stock-for-stock transaction intended to qualify as a tax-free reorganization under the Code. The price per share of AmREIT common stock offered by Company B was $25.75, and Company B did not indicate whether the merger consideration would be determined based on a fixed exchange ratio or a fixed price per share of AmREIT common stock. Company B stated that it would be willing to discuss the form of consideration. Company B stated that its offer was not conditioned on completion of further due diligence or on financing, and that it had received all internal approvals to submit the offer but would require approval of its board of directors prior to executing a definitive merger agreement. Company B confirmed that the merger would not require a vote of Company B’s stockholders. Company B indicated its desire to retain key members of our management team. Company B requested a seven-day exclusivity period to conduct confirmatory due diligence and negotiate a definitive merger agreement and indicated that it could negotiate and execute a definitive merger agreement by the end of that exclusivity period.

Edens proposed a merger of us into a wholly-owned subsidiary of Edens in exchange for merger consideration of $26.00 per share of AmREIT common stock, payable in cash. Edens confirmed that its proposal was not subject to a financing contingency and that it had funding available to close the merger, had completed its due diligence and had obtained approval of its board of trustees. Edens confirmed that the merger would not require a vote of Edens’ shareholders. Additionally, Edens stated that it lacked business operations in Texas and indicated an intention to retain AmREIT personnel in Texas. Edens stated its belief that a definitive merger agreement could be executed by November 3, 2014 at the latest. The Edens proposal letter contained a letter from its equity financing sources informing us of their unanimous support for the merger transaction, the undrawn amount of their collective equity commitment to Edens and their respective abilities to fund that equity commitment. Moreover, the Edens proposal letter contained letters from the administrative agent on its revolving credit facility and the placement agent on a recent private senior note placement executed on September 25, 2014 indicating available debt financing available to Edens.

Company D, a strategic buyer, proposed a merger of AmREIT into a wholly-owned subsidiary of Company D in exchange for merger consideration of $26.25 per share of AmREIT common stock, payable 50% in cash and 50% in Company D common stock, with our stockholders having the option to take either $26.25 of cash or a number of shares of Company D common stock based on a fixed exchange ratio per share of AmREIT common stock, subject to customary pro-ration provisions. The merger as proposed was fully taxable to our stockholders. Company D also stated that it expected to invite one AmREIT director to join its board of directors. Company D confirmed that it had completed its due diligence investigation of us. Company D stated that its board of directors had unanimously approved the proposal, that it had capacity to finance any and all portions of its offer from existing capital sources and that the merger would not require a vote of Company D’s stockholders.

A joint venture consisting of two private real estate investment entities, or Company E, proposed an acquisition of 100% of our outstanding shares of common stock for a price of $26.50 per share of AmREIT common stock, payable in cash. Company E stated that its joint venture members had funds available to finance 100% of the purchase price in cash at closing. Company E stated that it intended to keep AmREIT intact as a private corporation and to retain substantially all of our operating employees. Company E stated that its proposal was not subject to a financing contingency. Company E requested an exclusivity period of up to 10 days with

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which to negotiate a definitive acquisition agreement and conduct confirmatory legal and other due diligence. Company E also stated that the execution of a definitive acquisition agreement would require the approval of the respective investment committees of the joint venture members, but indicated that such meetings could be scheduled on short notice.

On the morning of October 28, 2014, Messrs. Taylor, Pridgen and Rush, at the request of our board of directors, and representatives of Jefferies and representatives of Morrison & Foerster held a conference call to discuss the new written non-binding proposals and the markups of the bid draft of the merger agreement submitted by each of the five bidders. The participants discussed the similarities and differences in the respective bids and the tenor of the markups to the bid draft of the merger agreement and the value presented by each bidder in relation to the value of AmREIT. The participants also discussed the fact that the offers including bidder stock as all or part of the merger consideration were at fixed exchange ratios at a time when the bidders’ respective stock prices were at or near 52-week highs, creating a risk that the values of those bidders’ proposals were uncertain and could decline before the consummation of a transaction. During the call, representatives of Morrison & Foerster highlighted differences between the markups of the bid draft of the merger agreement. At the conclusion of the call, Messrs. Taylor, Pridgen and Rush requested Jefferies to direct Company B, Edens, Company D and Company E to provide, as rapidly as possible, a 100% cash offer at the best price per share of AmREIT common stock that they could propose. Company A was not asked to submit a revised proposal because its proposed price was substantially below the others.

On October 29, 2014, representatives of Jefferies, on behalf of AmREIT, called the respective financial advisors of Company B, Edens, Company D and Company E and requested that their respective clients increase their offers to at least $27.00 per share of AmREIT common stock, which merger consideration would be paid entirely in cash. Later that day Company B, through its financial advisor, informed Jefferies that it did not intend to submit a cash offer or raise its bid. Also later that day, Company E, through its financial advisor, informed Jefferies that Company E could provide no assurance that it could obtain investment committee approval of its $26.50 cash offer, and that Company E would take a minimum of two weeks to reach a decision to submit a revised offer.

On October 29, 2014, Company D submitted a cash proposal of $26.50 per share of AmREIT common stock. Company D indicated its intention to invite Mr. Taylor to join its board of directors and also indicated its intention to invite two of our executive management team members to join Company D’s management team on a long term basis and one other member of our executive management team to join Company D’s management team on a transitional basis (indicated as one year). All other elements of Company D’s October 27, 2014 bid letter remained the same.

Also on October 29, 2014, Edens submitted a cash proposal of $26.25 per share of AmREIT common stock. In its bid letter, Edens noted that it anticipated that Houston-based senior level leadership positions would exist for certain key functions, which Edens expected would provide employment opportunities for our executive officers other than Messrs. Taylor and Treadwell. Edens noted that it was prepared to discuss opportunities for Mr. Taylor to remain involved in any combined company in a variety of strategic capacities once it had reached a definitive merger agreement with us, and that discussions regarding Mr. Treadwell’s role in any combined company would take place during the integration planning for any transaction. Edens stated its belief that a definitive merger agreement could be executed by October 31, 2014. All other elements of Edens’ October 27, 2014 bid letter remained the same.

On the morning of October 30, 2014, after further discussions between Jefferies and Edens’ financial advisor, during which Jefferies continued to encourage Edens to increase its offer, Edens increased its offer to $26.55 per share of AmREIT common stock.

Late in the afternoon of October 30, 2014, our board of directors held a telephonic meeting to review the various proposals. Members of our executive management team and representatives of Jefferies and Morrison & Foerster attended the meeting. At the beginning of the meeting, representatives of Morrison & Foerster advised

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members of the board of their duties under applicable law. Then, at the request of Mr. Taylor, Jefferies reviewed with members of the board the history of the strategic evaluation process and summarized the October 27, 2014 proposals and the augmented proposals received thereafter. Representatives of Morrison & Foerster highlighted for the board the differences between the markups of the bid draft of the merger agreement.

During the discussion, our board of directors discussed that Edens had meaningfully increased its October 27, 2014 proposal, had presented a markup of the bid draft of the merger agreement that was more favorable to us than other markups, was fully financed, had required no financial or due diligence contingencies, procured all required approvals to execute a merger agreement, intended to execute a merger agreement as quickly as possible but no later than October 31, 2014 and had offered the highest price of all bidders.

The board discussed the prospect of Company E submitting a higher bid if we provided Company E with two weeks of additional time to conduct due diligence and obtain investment committee approvals and weighed such prospect against the risk that the other bidders, including Edens, would reduce or withdraw their bids. After discussion, our board of directors decided that the risk of losing other bidders outweighed the potential benefit of waiting for an enhanced offer. Following this discussion, our board of directors unanimously authorized our executive management team and Morrison & Foerster to expeditiously negotiate a definitive merger agreement with Edens consistent with Edens’ final proposal.

From the time of the conclusion of the meeting of our board of directors on October 30, 2014 through the early morning hours on October 31, 2014, representatives of Morrison & Foerster worked with representatives of King & Spalding LLP, Edens’ legal advisors, on a definitive merger agreement to present to our board of directors. Representatives of Morrison & Foerster continued to negotiate certain terms of the merger agreement with representatives of King & Spalding, including the non-solicitation covenant, the remedies available to the parties upon termination of the merger agreement, the representations and warranties, the operating covenants, the financing covenant, the closing conditions and other terms. By noon Central Daylight Time on October 31, 2014, our executive management team and Morrison & Foerster had negotiated a merger agreement that could be provided to our board of directors for consideration.

A telephonic meeting of our board of directors was held the afternoon of October 31, 2014. Members of our executive management team and representatives of Jefferies, Morrison & Foerster and Venable attended the meeting. Prior to the meeting, the members of our board of directors were provided with a draft of the proposed merger agreement, a summary of the principal terms of the merger agreement and a presentation by Jefferies regarding its financial analysis of the proposed merger consideration. At the beginning of the meeting, representatives of Morrison & Foerster and Venable advised members of the board of their duties under applicable law. Then representatives of Morrison & Foerster provided the board with a summary of the proposed merger agreement among us, Edens and a wholly owned merger subsidiary of Edens. Members of the board of directors asked certain questions regarding the terms of the proposed merger agreement and were provided answers by the Morrison & Foerster representatives.

Following discussion of the proposed merger agreement, representatives of Jefferies reviewed with the board their presentation regarding the valuation of AmREIT and reviewed with the board the relationship of the cash price per share of AmREIT common stock to be paid by Edens in the merger with the valuation of AmREIT indicated by the various valuation methodologies. Following its presentation, Jefferies rendered its opinion to our board of directors to the effect that, as of October 31, 2014 and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken set forth in Jefferies’ opinion, the merger consideration of $26.55 per share in cash to be received by the holders of shares of AmREIT common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

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The board discussed the price offered by Edens in relation to the indicated valuation of AmREIT as presented by Jefferies and the impressions of Jefferies, the directors and members of our executive management team regarding the exploration of interest from multiple parties. Following the foregoing discussions, our board of directors unanimously determined that the merger of AmREIT with a wholly owned subsidiary of Edens as provided in the merger agreement was advisable and in the best interest of AmREIT and our stockholders, and approved the merger and the merger agreement. The board further unanimously resolved that the merger be submitted to our stockholders for their approval at a special meeting of the stockholders, the date, place and time of, and record date for which would be determined at a later date by the board. The board unanimously resolved that it recommends that the stockholders vote to approve the merger and, to the extent required, any other transaction contemplated by the merger agreement, and directed the Company to include this recommendation in the proxy statement to be disseminated in connection with the special meeting of stockholders to consider and approve the merger.

Later that evening, AmREIT and Edens executed the merger agreement, and the parties issued a joint press release announcing the execution of the merger agreement.

Recommendations of Our Board of Directors and Reasons for the Merger

After careful consideration, our board of directors, by unanimous vote, has approved the merger agreement and the terms and conditions thereof the merger and the other transactions contemplated by the merger agreement and determined that they are advisable and in the best interests of AmREIT and its stockholders. Our board of directors recommends that you vote “FOR” the proposal to approve the merger and the other transactions contemplated by the merger agreement.

In reaching its decision to approve, and to recommend that our stockholders approve, the merger and the other transactions contemplated by the merger agreement, our board of directors consulted with our executive management team as well as our outside legal and financial advisers. Our board of directors considered a number of factors, including the following material factors that our board of directors viewed as supporting its decision to approve the merger and the other transactions contemplated by the merger agreement and to recommend that our stockholders approve the merger and the other transactions contemplated by the merger agreement:

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Our board of directors also considered the following potentially negative factors in its deliberations concerning the merger agreement and the merger:

The foregoing discussion of the factors considered by our board of directors is not intended to be exhaustive, but rather includes the material factors considered by our board of directors. In reaching its decision to approve, and recommend that our stockholders approve, the merger and other transactions contemplated by the merger agreement, our board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. In the event the merger is not consummated for any reason, we expect to continue to pursue our business plan, including our growth plan centered on acquisitions and redevelopment of existing properties, with the intention of enhancing stockholder value.

Merger Consideration

In the merger, each share of our common stock issued and outstanding immediately prior to the effective time of the merger will be canceled and converted automatically into the right to receive $26.55 in cash, without interest and less any applicable withholding taxes.

After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per share merger consideration, but you will no longer have any rights as our stockholder as a result of the merger.

Consequences if the Merger is Not Completed

If our stockholders do not approve the merger and the other transactions contemplated by the merger agreement, our stockholders will not receive any payment for their shares of our common stock. Instead, we will continue to be an independent public company, our common stock will continue to be listed and traded on the

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NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC on account of our common stock. In addition, if the merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that our stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which we operate and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, the price of our common stock may decline significantly.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the merger is not completed, our board of directors will continue to evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If our stockholders do not approve the merger and other transactions contemplated by the merger agreement, or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Edens a termination fee, or may be entitled to receive a reverse termination fee from Edens, upon the termination of the merger agreement, as described under “The Merger Agreement —Effect of Termination; Termination Fees” beginning on page 72.

Opinion of AmREIT’s Financial Advisor

Pursuant to an engagement letter dated July 12, 2014, AmREIT retained Jefferies to provide it with financial advisory services in connection with any (i) unsolicited proposal or (ii) possible sale, disposition or other business combination of AmREIT and an opinion as to the fairness, from a financial point of view, of the merger consideration to be received by holders of shares of AmREIT common stock in connection with the merger. At the meeting of the board of directors held on October 31, 2014, Jefferies rendered its opinion to the board of directors to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken set forth in Jefferies’ opinion, the merger consideration of $26.55 per share in cash to be received by holders of shares of AmREIT common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Jefferies, dated as of October 31, 2014, is attached hereto as Annex B. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. AmREIT encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion is directed to the board of directors and addresses only the fairness, from a financial point of view, of the merger consideration of $26.55 per share in cash to be received by holders of shares of AmREIT common stock pursuant to the merger agreement as of the date of the opinion. It does not address any other aspects of the merger and does not constitute a recommendation as to how any holder of shares of AmREIT common stock should vote on the merger or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Jefferies, among other things:

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In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by AmREIT or that was publicly available (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. In its review, Jefferies relied on assurances of the management of AmREIT that management was not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, AmREIT. Jefferies was not furnished with any such evaluations or appraisals and did not assume any responsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to and examined by Jefferies, Jefferies’ opinion noted that projecting future results of any company is inherently subject to uncertainty. AmREIT informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of AmREIT as to the future financial performance of AmREIT. Jefferies expressed no opinion as to AmREIT’s financial forecasts or the assumptions on which they were made.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date of its opinion.

Jefferies made no independent investigation of any legal or accounting matters affecting AmREIT, and Jefferies assumed the correctness in all respects material to Jefferies’ analysis of all legal and accounting advice given to AmREIT and the board of directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the merger agreement to AmREIT and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the merger to any holder of AmREIT common stock. In rendering its opinion, Jefferies assumed that the final form of the merger agreement would be substantially similar to the last draft reviewed by it. Jefferies also assumed that in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on AmREIT, Edens or the contemplated benefits of the merger.

Jefferies’ opinion was for the use and benefit of the board of directors in its consideration of the merger, and Jefferies’ opinion did not address the relative merits of the transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to AmREIT, nor did it address the underlying business decision by AmREIT to engage in the merger or the terms of the merger agreement or the documents referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any holder of shares of AmREIT common stock should vote on the merger or any matter relating thereto. In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of AmREIT, other than holders of shares. Jefferies expressed no opinion as to the price at which the shares of AmREIT common stock will trade at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of AmREIT’s officers, directors or

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employees, or any class of such persons, in connection with the merger relative to the merger consideration to be received by holders of shares of AmREIT common stock. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In preparing its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies’ opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies’ view of AmREIT’s actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond AmREIT’s and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per share value do not purport to be appraisals or to reflect the prices at which shares of AmREIT common stock may actually be sold. The analyses performed were prepared solely as part of Jefferies’ analysis of the fairness, from a financial point of view, of the merger consideration of $26.55 per share in cash to be received by holders of shares of AmREIT common stock pursuant to the merger agreement, and were provided to the board of directors in connection with the delivery of Jefferies’ opinion.

The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and that were presented to the board of directors at its meeting on October 31, 2014. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. For purposes of its opinion and in performing the financial analyses summarized below, Jefferies utilized and relied upon the base case financial projections, which AmREIT management had advised Jefferies represented its best estimates as to the future financial performance of AmREIT on a stand-alone basis. For further information regarding the base case financial projections, see “—Management Projections—Base Case Projections” beginning on page 43.

Transaction Overview

Based upon the approximately 19,685,000 shares of AmREIT common stock that were outstanding as of September 30, 2014 on a fully diluted basis, Jefferies noted that the merger consideration of $26.55 per share implied an aggregate equity value of approximately $522.6 million. After adding total net debt of approximately $240.1 million, Jefferies noted that the merger consideration implied an enterprise value of approximately $762.8 million. Jefferies also noted that the merger consideration of $26.55 per share represented:

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Comparable Company Analysis

Using publicly available information and information provided by AmREIT’s management, Jefferies analyzed the trading multiples of AmREIT and the corresponding trading multiples of the following twelve public company shopping center REITs focused on the acquisition, development, redevelopment, ownership and management of retail shopping centers, which are collectively referred to as the “Selected Companies”:

In its analysis, Jefferies derived and compared multiples for AmREIT and the Selected Companies, calculated as follows:

This analysis indicated the following:

Selected Companies Multiples

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Using the reference ranges for the benchmarks set forth below and AmREIT’s estimated EBITDA for calendar years 2014 and 2015, Jefferies determined implied enterprise values for AmREIT, then subtracted total debt and added cash and cash equivalents to determine implied equity values. In addition, using the reference ranges for the benchmarks set forth below and AmREIT’s estimated FFO for calendar years 2014 and 2015, Jefferies determined implied equity values for AmREIT. After accounting for the vesting of restricted stock awards, these analyses indicated the ranges of implied values per share set forth opposite the relevant benchmarks below (per share values were rounded to the nearest $0.25 increment), compared, in each case, to the merger consideration of $26.55 per share of AmREIT common stock:

Selected Companies Reference Ranges and Implied Price Ranges

No company utilized in the selected public company analysis is identical to AmREIT. In evaluating the Selected Companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond AmREIT’s and Jefferies’ control. Mathematical analysis, such as determining the mean and median, is not in itself a meaningful method of using selected public company data.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis to estimate the present value of the free cash flows of AmREIT through the fiscal year ending December 31, 2018 using AmREIT’s management’s financial projections, discount rates ranging from 7.5% to 8.5%, which were based on a weighted average cost of capital analysis of AmREIT and the Selected Companies, and EBITDA terminal value multiples ranging from 17.0x to 21.0x, which range was based on the Enterprise Value/2015E EBITDA multiples derived for the Selected Companies described above. To determine the implied total equity value for AmREIT, Jefferies subtracted total debt and added cash and cash equivalents to the implied enterprise value for AmREIT. After accounting for the vesting of restricted stock awards, this analysis indicated a range of implied values per share of approximately $17.25 to $25.00 (per share values were rounded to the nearest $0.25 increment), compared to the merger consideration of $26.55 per share of AmREIT common stock.

Dividend Discount Analysis

Jefferies performed a dividend discount analysis using the estimated present value of dividends that AmREIT was forecasted to generate during fiscal years ending December 31, 2014 through December 31, 2018. Jefferies then calculated terminal value ranges for AmREIT by applying to AmREIT’s estimated funds from operations for fiscal year ending December 31, 2018 a range of terminal value multiples of 17.0x to 21.0x, which range was based on the Equity Value/2014E FFO multiples derived for the Selected Companies described above. The projected dividends and terminal values were then discounted to present value using discount rates ranging from 10.5% to 11.5%, which range was selected based on a cost of equity analysis of AmREIT and the Selected Companies, to determine implied equity values for AmREIT. After accounting for the vesting of restricted stock awards, this analysis indicated a range of implied values per share of approximately $21.00 to $26.25 (per share values were rounded to the nearest $0.25 increment), compared to the merger consideration of $26.55 per share of AmREIT common stock.

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Net Asset Value Analysis

Jefferies performed a net asset value analysis for AmREIT by applying to each of AmREIT’s real estate assets a capitalization rate ranging from 4.00% to 10.50%, which range was based on market conditions and discussions with the AmREIT management, including with respect to estimates of land value for select properties where a higher and better use may exist for an income producing property. A weighted average range of capitalization rates of 4.80% to 5.30% for AmREIT’s wholly-owned real estate assets and of 6.25% to 6.75% for AmREIT’s joint venture real estate assets was applied to the estimated net operating income attributable to such real estate assets for fiscal year ending December 31, 2015, which, when added to the estimated land value for selected properties referred to above where a higher and better use may exist, resulted in a range of implied values for AmREIT’s real estate assets of approximately $742.9 million to $816.1 million. These values were then adjusted to add cash, cash equivalents and other tangible assets of approximately $11.9 million and the implied value of AmREIT’s management platform of approximately $9.4 million and subtract outstanding indebtedness and other liabilities of approximately $280.3 million to determine implied equity values for AmREIT. After accounting for the vesting of restricted stock awards, this analysis indicated a range of implied values per share of approximately $24.50 to $28.25 (per share values were rounded to the nearest $0.25 increment), compared to the merger consideration of $26.55 per share of AmREIT common stock.

Other Factors

For reference purposes only, using publicly available information, Jefferies analyzed the premiums offered in 58 selected transactions in the overall REIT sector completed and pending since January 1, 1998 with transaction values greater than $500.0 million.

For each of these transactions, Jefferies calculated the premium represented by the offer price over the target company’s closing share price one day, one week and one month prior to the transaction’s announcement. This analysis indicated the following premiums for those time periods prior to announcement:

Premiums Paid Percentages

Using a reference range based on the 25^th percentile and the 75^th percentile for each of the time periods described above, Jefferies performed a premiums paid analysis using the closing prices per share of AmREIT common stock one day, one week and one month prior to July 9, 2014, the last trading day prior to Regency Centers Corporation publicly disclosing an offer to purchase AmREIT. After accounting for the vesting of restricted stock awards, this analysis indicated a range of implied values per share of approximately $21.00 to $24.00 (per share values were rounded to the nearest $0.25 increment), compared to the merger consideration of $26.55 per share of AmREIT common stock.

General

Jefferies’ opinion was one of many factors taken into consideration by the board of directors in making its determination to approve the merger and should not be considered determinative of the views of the board of directors or management with respect to the merger or the merger consideration.

Jefferies was selected by the board of directors based on Jefferies’ qualifications, expertise and reputation. Jefferies is an internationally recognized investment banking and advisory firm. Jefferies, as part of its

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investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

In connection with Jefferies’ services as AmREIT’s financial advisor, AmREIT has agreed to pay Jefferies an aggregate fee estimated as of the date of this proxy statement to be in the amount of approximately $5.7 million, a portion of which was payable as quarterly advisory fees in the amount of $250,000 per quarter commencing on the date of AmREIT’s engagement letter with Jefferies, $750,000 of which was payable upon delivery of Jefferies’ opinion and the remainder of which is payable contingent upon consummation of the merger. AmREIT also has agreed to reimburse Jefferies for its reasonable expenses, including reasonable fees and expenses of its legal counsel, and to indemnify Jefferies and related parties against certain liabilities arising out of or in connection with its engagement.

Jefferies has, in the past, provided financial advisory and financing services to AmREIT and has received fees for the rendering of such services. In the two years prior to the date of its opinion, Jefferies has received fees in the aggregate amount of approximately $2.8 million for the rendering of the foregoing services to AmREIT. In the two years prior to the date of its opinion, Jefferies has not received any fees for the rendering of financial advisory or financing services to Edens. In addition, Jefferies has, in the past, provided financial advisory and financing services to certain affiliates of a non-controlling investor in Edens and has received fees for the rendering of such services. In the ordinary course of business, Jefferies and its affiliates may trade or hold securities of AmREIT, Edens and/or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financial advisory and financing services to AmREIT, Edens or entities that are affiliated with AmREIT or Edens, for which it would expect to receive compensation.

Management Projections

Other than historically providing periodic earnings guidance, we do not as a matter of course make public our management’s forecasts or projections of future performance or earnings. In connection with the proposed merger, we have determined to make available to our stockholders projections of our anticipated future operating performance for the five fiscal years ending 2014 through 2018. These projections were provided to Jefferies in September 2014 in connection with the rendering of its fairness opinion and to Edens and other potential bidders in connection with their due diligence in anticipation of a potential acquisition of us. Jefferies and the potential bidders, including Edens, were provided two separate projections: (1) a base case, which assumed no growth and no new capital except the redevelopment projects we had publicly announced and related capital, and (2) a more aggressive growth case including unidentified future new acquisitions and joint ventures and assuming free access to both equity and debt capital. The Management Projections Summary below reflects both cases. The projections were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for prospective financial information or generally accepted accounting principles. Our independent registered public accounting firm has not compiled or examined any of the projections or expressed any conclusion or provided any form of assurance with respect to the projections and, accordingly, assumes no responsibility for them.

The projections included below are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to risks and uncertainties that could cause actual results to differ materially from those statements and should be read with caution. They are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and recent developments. While presented with numerical specificity, the projections were not prepared by us in the ordinary course and are based upon a variety of estimates and hypothetical assumptions made by our management with respect to, among other things, general economic, market, interest rate and financial conditions, the availability and cost of capital for future investments, our ability to lease or re-lease space at current or anticipated rents, changes in the supply of and demand for our properties, risks and uncertainties associated with the development, acquisition or disposition of properties, competition within the industry, real

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estate and market conditions, and other matters. None of the assumptions underlying the projections may be realized, and they are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. Accordingly, there can be no assurance that the assumptions made in preparing the projections will prove accurate, and actual results may materially differ. In addition, the projections do not take into account any of the transactions contemplated by the merger agreement, including the merger, which may also cause actual results to materially differ.

For these reasons, as well as the bases and assumptions on which the projections were compiled, the inclusion of the information set forth below should not be regarded as an indication that the projections will be an accurate prediction of future events, that any recipient of the projections considered, or now considers, them to be a reliable predictor of future events, and they should not be relied on as such. No one has made, or makes, any representation regarding the information contained in the projections and, except as required by applicable securities laws, neither we nor Edens intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrences of future events even in the event that any or all of the assumptions are shown to be in error.

Base Case Projections

Management provided to Jefferies and the potential bidders, including Edens, projections that assumed no new acquisitions and no new capital except the redevelopment projects we had publicly announced and related capital. Management believed these projections to be its best estimates as to the future financial performance of AmREIT on a stand-alone basis. We refer to these projections as the base case projections.

AmREIT, Inc.

Base Case Management Projections Summary⁽¹⁾

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Most industry analysts and equity REITs, including us, consider FFO to be an appropriate, supplemental non-GAAP financial measure of operating performance because, by excluding gains or losses on dispositions, impairment charges and depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself.

Additionally, we consider Core FFO, which adjusts FFO for items that do not reflect ongoing operations, such as acquisition expenses, non-recurring asset write-offs and recoveries, expenses recognized for the exploration of strategic alternatives, expensed issuance costs and gains on the sale of real estate held for resale, to be a meaningful performance measurement. The computation of FFO in accordance with NAREIT’s definition includes certain items such as acquisition costs, issuance costs, non-recurring asset write-offs and recoveries and gains on sale of real estate held for resale that management believes are not indicative of our ongoing results and therefore affect the comparability of our period-over-period performance with the performances of similar REITs. Accordingly, management believes that it is helpful to investors to adjust FFO for such items. There can be no assurance that FFO or Core FFO presented by us is comparable to similarly titled measures of other REITs. FFO and Core FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity.

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Below are reconciliations between net income pursuant to GAAP and the non-GAAP measures noted in management’s projection summary above:

Reconciliation of Net Income to NOI

Reconciliation of Net Income to Core FFO

Reconciliation of Net Income to EBITDA

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Reconciliation of Net Income to Free Cash Flow

Aggressive Growth Case Projections

Management also provided to Jefferies and the potential bidders, including Edens, projections that assumed (1) unidentified acquisitions at future times and estimated capitalization rates, (2) unidentified joint ventures at future times and estimated capitalization rates, and (3) ready access at future times to equity and debt capital sufficient to finance all unidentified acquisitions and joint ventures at assumed prices and interest rates. We refer to these projections as the aggressive growth case projections.

AmREIT, Inc.

Aggressive Growth Case Management Projections Summary⁽¹⁾

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Most industry analysts and equity REITs, including us, consider FFO to be an appropriate, supplemental non-GAAP financial measure of operating performance because, by excluding gains or losses on dispositions, impairment charges and depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself.

Additionally, we consider Core FFO, which adjusts FFO for items that do not reflect ongoing operations, such as acquisition expenses, non-recurring asset write-offs and recoveries, expenses recognized for the exploration of strategic alternatives, expensed issuance costs and gains on the sale of real estate held for resale, to be a meaningful performance measurement. The computation of FFO in accordance with NAREIT’s definition includes certain items such as acquisition costs, issuance costs, non-recurring asset write-offs and recoveries and gains on sale of real estate held for resale that management believes are not indicative of our ongoing results and therefore affect the comparability of our period-over-period performance with the performances of similar REITs. Accordingly, management believes that it is helpful to investors to adjust FFO for such items. There can be no assurance that FFO or Core FFO presented by us is comparable to similarly titled measures of other REITs. FFO and Core FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity.

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Below are reconciliations between net income pursuant to GAAP and the non-GAAP measures noted in management’s projection summary above:

Reconciliation of Net Income to NOI

Reconciliation of Net Income to Core FFO

Reconciliation of Net Income to EBITDA

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Financing of the Merger

Edens has in place capital commitment agreements from each of Edens Retail Investments, LLC, a Delaware limited liability company, Knickerbocker Edens, LLC, a Delaware limited liability company, and BREP Edens Investment L.P., a Delaware limited partnership (the “Equity Commitment Agreements”), pursuant to which, and subject to the terms and condition thereof, Edens currently has available to it approximately $630 million in committed capital as of November 24, 2014 (the “Equity Financing”). In addition, Edens has in place its Third Amended and Restated Credit Agreement, dated as of March 18, 2014 (the “Amended Credit Agreement”, and together with the Equity Commitment Agreements, the “Financing Documents”), pursuant to which, and subject to the terms and conditions thereof, Edens has available to it approximately $334 million in capacity as of November 24, 2014 (the “Debt Financing, and together with the Equity Financing, the “Financing”). Edens has represented and warranted to the Company that the net proceeds contemplated from the Financing, together with other financial resources of Edens, will be sufficient for the satisfaction of Edens’ obligations under the merger agreement.

The merger agreement does not contain a financing condition. Under the terms of the merger agreement, Edens is obligated to obtain the Financing on the terms and conditions described in the Financing Documents in a timely manner, including (i) maintaining in effect the Financing Documents, (ii) satisfying on a timely basis all conditions to the funding of the financing applicable to Edens in the Financing Documents and the definitive agreements with respect thereto and complying with their obligations thereunder, (iii) fully enforcing all of their rights, and all of the obligations of the institutions party to the Financing Documents, under the Financing Documents and any definitive agreements relating thereto, and (iv) causing the institutions party to the Financing Documents to fund the financing at or prior to the closing. Should any portion of the financing become unavailable and such portion is reasonably required to fund the merger and the other transactions contemplated thereby, Edens is obligated to arrange and obtain alternative financing in an amount sufficient to consummate the merger and the other transactions contemplated thereby as promptly as reasonably practicable following the occurrence of such event. Edens is obligated to promptly provide us with the documentation evidencing such alternative sources of financing, including all relevant agreements, other Financing Documents and any proposed amendments or waivers thereto, and to give us prompt notice (but in any event within two business days) of any material breach by any party to a commitment letter or any termination of an equity commitment agreement. Edens is obligated to keep us reasonably informed on a current basis and in reasonable detail of the status of their effort to arrange the financing.

We are entitled to seek specific performance of Eden’s obligations under the merger agreement. If all other closing conditions have been satisfied or waived but Edens fails to obtain adequate financing to complete the merger, Edens remains obligated to perform their obligations under the merger agreement and consummate the merger and the other transactions contemplated thereby unless the merger agreement is terminated according to the terms set out in the merger agreement. In that event, so long as we are not in material breach of our obligations under the merger agreement, we would be entitled to terminate the merger agreement and be paid a reverse termination fee of $40,000,000 by Edens, without any liability or obligation on the part of AmREIT.

Interests of Executive Officers and Directors in the Merger

When considering the recommendation of our board of directors, you should be aware that the members of our board of directors and our executive officers (H. Kerr Taylor, Chad C. Braun, Tenel H. Tayar, Charles Scoville and Brett Treadwell) have interests in the merger other than their interests as AmREIT stockholders generally, pursuant to certain agreements between such executive officers and directors and AmREIT. These interests may be different from, or in conflict with, your interests as an AmREIT stockholder. The members of our board of directors were aware of these additional interests, and considered them when they approved the merger agreement, and in recommending to our stockholders that the merger and the other transactions contemplated by the merger agreement be approved.

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Employment Agreements

The employment of our executive officers is governed by employment agreements, which provide for certain entitlements upon a “change of control” of the Company (as defined in the employment agreement). On the date of a change of control, all shares of restricted stock held by the executive officers will immediately vest. Additionally, if within a period beginning six months before, and ending 12 months after, the date of a change of control, the executive officer’s employment is terminated without “cause” (as defined in the employment agreement) or the executive officer terminates his employment for “good reason” (as defined in the employment agreement), then the executive officer will be entitled to the following payments and benefits, subject to his execution and non-revocation of a general release of claims:

Pursuant to the merger agreement, as a result of the merger, each executive officer will be deemed to have experienced a “good reason” event for purposes of his employment agreement.

Our board of directors approved amendments to the employment agreements effective October 31, 2014, to extend the term of each agreement until March 29, 2017. Upon the expiration of the term, each employment agreement will continue to renew for successive one-year periods until either party gives written notice of non-renewal. The amendments approved by our board of directors also:

It is possible that, prior to the completion of the merger, some or all of our executive officers may enter into agreements, arrangements or understandings with Edens or Merger Sub or any of their respective affiliates regarding their continuing employment with the surviving entity or one or more of its affiliates. However, except as disclosed in the section entitled “—Background of the Merger”, beginning on page 24 of this proxy statement, as of the date of this proxy statement, such agreements have not been entered into or discussed. No framework regarding compensation has been provided by Edens or Merger Sub beyond what is provided for in the merger agreement. See also “The Merger Agreement—Employee Benefit Matters,” beginning on page 69 of this proxy statement for a summary of Eden’s obligations to our employees following the completion of the merger.

Potential Delayed Payments

All or a portion of the severance payments and benefits for all executive officers described above may be subject to a six-month delay in accordance with the requirements of Section 409A of the Code.

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Treatment of Company Restricted Stock Held By Executive Officers and Directors

Immediately prior to the effective time, all outstanding shares of our common stock subject to vesting or other forfeiture conditions or repurchase rights by AmREIT or a subsidiary of AmREIT held by our executive officers (which is referred to as restricted stock) that remain unvested or otherwise subject to forfeiture conditions or repurchase shall automatically become vested and free of any such forfeiture conditions immediately prior to the effective time and will be automatically converted into and cancelled in exchange for the right to receive an amount equal to $26.55 per share in cash and without any interest, less any required withholding taxes.

Non-Employee Directors

Immediately prior to the effective time, all outstanding shares of AmREIT common stock subject to vesting or other forfeiture conditions or repurchase rights by AmREIT or a subsidiary of AmREIT held by our non-employee directors (which is referred to as restricted stock) that remain unvested or otherwise subject to forfeiture conditions or repurchase shall automatically become vested and free of any such forfeiture conditions immediately prior to the effective time and will be automatically converted into and cancelled in exchange for the right to receive an amount equal to $26.55 per share in cash and without any interest, less any required withholding taxes.

Company Restricted Stock Summary

The following table sets forth the number of shares of restricted stock held by our executive officers and non-employee directors as of November 24, 2014, as well as the approximate value of those awards. The dollar amounts set forth below were determined based on a per-share value of $26.55, which is the per-share merger consideration to be received by our stockholders. We have included all unvested restricted stock awards held by our executive officers as of November 24, 2014 in the table below. The vesting of certain of the restricted stock awards may be accelerated prior to the merger.

Estimated Payments and Benefits Summary

Estimates of the total payments and benefits (including the value with respect to acceleration of vesting of equity awards, based on a $26.55 share value) that would be provided to our named executive officers— Messrs. Taylor, Braun, and Tayar—assuming the merger is consummated and each of the named executive officer’s employment is terminated without cause or for good reason on November 24, 2014, is set forth in the table in “Proposal No. 2 – Advisory Vote Regarding ‘Golden Parachute’ Compensation” under the heading “Golden

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Parachute Compensation.” We estimate that the aggregate severance payments and benefits that would be provided to our other executive officers—Messrs. Scoville and Treadwell—would be $700,918 and $602,178, respectively, and the aggregate value of accelerated vesting of the Company restricted stock held by Messrs. Scoville and Treadwell, based on a $26.55 share value, would be $1,285,392 and $1,017,157, respectively.

Indemnification of Officers and Directors

The merger agreement provides that all rights to indemnification and exculpation by the Company and its subsidiaries in favor of the current or former directors or officers of the Company and its subsidiaries for their acts and omissions occurring at or prior to the effective time under the organizational documents of the Company, the respective organizational documents of its subsidiaries and indemnification agreements with the Company (in each case, as in effect on the date of the merger agreement) will survive the merger and will continue in full force and effect in accordance with their terms until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions (and until such later date as such claims and proceedings arising therefrom are finally disposed of).

The merger agreement requires that from and after the effective time, to the fullest extent permitted by law, the Buyer Parties will indemnify, defend and hold harmless, and provide advancement of expenses to, the present and former officers and directors of the Company and the Company’s subsidiaries and any employee of the Company or any of the Company’s subsidiaries who acts as a fiduciary under any Company benefit plan (each, an “Indemnified Party”) against all losses relating to any actual or threatened action, suit, proceeding or investigation, in respect of actions or omissions occurring at or prior to the effective time in connection with such person’s duties as an officer or director of the Company or any of the Company’s subsidiaries, including in respect of the merger agreement, the merger and the other transactions contemplated by the merger agreement provided that (i) an Indemnified Party shall not be entitled for indemnification for losses arising out of actions or omissions of the Indemnified Party (A) constituting a material breach of the merger agreement or (B) which were material to the matter giving rise to the proceeding and (1) were committed in bad faith or (2) were the result of active and deliberate dishonesty, (C) which resulted in the actual receipt of an improper benefit in money, property or services or (D) with respect to any criminal proceeding, the Indemnified Party had reasonable cause to believe his or her conduct was unlawful, and (ii) any person to whom expenses are to be advanced has provided an affirmation that the standards of indemnification set forth in the merger agreement have been satisfied and an undertaking to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.