American Realty Capital Trust Stockholders Approve Merger with Realty Income
NEW YORK, Jan. 16, 2013
NEW YORK, Jan. 16, 2013 /PRNewswire/ --American Realty Capital Trust, Inc.
(NASDAQ: ARCT) ("ARCT" or the "Company") announced that its stockholders
approved the merger of ARCT with Realty Income Corporation ("Realty Income")
and the other transactions contemplated by the merger agreement at today's
special meeting. More than 89.7 percent of the shares voting at the special
meeting voted in favor of the merger, representing more than 64.8 percent of
all outstanding shares.
(Logo: http://photos.prnewswire.com/prnh/20120529/NY15153LOGO )
"We are very gratified with the outcome of today's vote," said William M.
Kahane, Chief Executive Officer and President of ARCT. "The ARCT board and
management team have worked diligently to advance the best interests of our
stockholders, and we are grateful for the support received for the board's
recommendation. We look forward to closing the transaction expeditiously. At
closing, this union will provide our shareholders with a significant stake in
Realty Income, the largest publicly-traded net lease real estate company on
the New York Stock Exchange, a firm that is well-positioned for continuing
growth in assets, earnings, dividends and all-in return."
Upon closing the transaction, ARCT stockholders will receive a one-time cash
payment of $0.35 per share in addition to a fixed exchange ratio of 0.2874
Realty Income shares for each share of ARCT common stock that they own. In
addition, upon closing, Realty Income's board of directors intends to increase
its annualized dividend to stockholders by $0.35 per share to an annualized
rate of $2.17 per share beginning with the February 2013 distribution. The
transaction is expected to close in January 2013.
About the Company
American Realty Capital Trust, Inc., a publicly traded Maryland corporation
listed on The NASDAQ Global Select Market under the trading symbol "ARCT", is
a leading self-administered real estate company that owns and acquires single
tenant free standing commercial real estate properties that are primarily net
leased on a long‐term basis to investment grade rated and other creditworthy
tenants. Additional information about the Company can be found on the
Company's website at www.arctreit.com.
Information set forthherein (including information included or incorporated
by reference herein) contains "forward-looking statements" (as defined in
Section 21E of the Securities Exchange Act of 1934, as amended), which reflect
the Company's and Realty Income's expectations regarding future events. The
forward-looking statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially from those
contained in the forward-looking statements. Such forward-looking statements
include, but are not limited to whether and when the transactions contemplated
by the merger agreement will be consummated, the new combined company's plans,
market and other expectations, objectives, intentions and other statements
that are not historical facts.
The following additional factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: unexpected
costs or unexpected liabilities that may arise from the transaction, whether
or not consummated; the inability to retain key personnel; continuation or
deterioration of current market conditions; future regulatory or legislative
actions that could adversely affect the companies; and the business plans of
the customers of the respective parties. Additional factors that may affect
future results are contained in the Company's and Realty Income's filings with
the SEC, which are available at the SEC's website at www.sec.gov. The Company
and Realty Income disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.
SOURCE American Realty Capital Trust, Inc.
Contact: Brian D. Jones, CFO & Treasurer, American Realty Capital Trust, Inc.,
+1-646-937-6900, or Investors: Thomas Germinario / Richard Grubaugh, both for
D.F. King & Co., Inc., +1-212-269-5550, or Media: Averell Withers / Jamie
Moser / Matthew Sherman, all for Joele Frank, Wilkinson Brimmer Katcher,
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