American Realty Capital Properties Acknowledges CapLease Stockholder Approval
of Pending Merger
ARCP Remains Focused on Closing the CapLease Merger Promptly
Transaction is Latest Example of Management's Execution of its Net-Lease
Focused Growth Strategy
NEW YORK, Sept. 10, 2013
NEW YORK, Sept. 10, 2013 /PRNewswire/ --American Realty Capital Properties,
Inc. ("ARCP") (NASDAQ: ARCP) announced today that it was gratified that the
stockholders of CapLease, Inc. ("CapLease") (NYSE:LSE) have voted to approve
the merger of CapLease with a subsidiary of ARCP, pursuant to a previously
announced merger agreement. The merger and other transactions contemplated by
the merger agreement were approved by approximately 99% of the outstanding
shares of common stock voted at CapLease's special meeting held today.
As previously announced, ARCP's annualized dividend will increase immediately
by $0.03 per share from $0.91 per share to $0.94 per share per annum upon
closing of the CapLease merger. In addition, through the merger, ARCP will
add to its industry leading net lease portfolio 71 office, distribution and
retail properties totaling approximately 12 million square feet that are net
leased to 85% investment grade rated tenants, resulting in greater portfolio
scale and diversification for ARCP. At closing, ARCP will convert each share
of CapLease common stock into the right to receive $8.50 in cash, without
interest and less applicable withholding taxes. ARCP expects to close the
merger promptly, subject to the completion of customary closing conditions
described in the merger agreement.
"We are very pleased that CapLease shareholders have voted to approve the
merger with ARCP," noted Chairman and Chief Executive Officer Nicholas S.
Schorsch, "and we look forward to closing the acquisition promptly. This
transaction is another important step in our deliberate effort to become the
preeminent net lease REIT in the U.S. Our real estate portfolio is designed to
provide our investors with a diversified source of durable income delivered
through stable, consistent, predictable monthly dividends even in volatile
markets. We also look forward to welcoming the CapLease management, and all of
their employees, to the ARCP team."
ARCP is a publicly traded Maryland corporation listed on The NASDAQ Global
Select Market that qualified as a real estate investment trust for U.S.
federal income tax purposes beginning in the taxable year ended December 31,
2011, focused on acquiring and owning single tenant freestanding commercial
properties subject to net leases with high credit quality tenants. Additional
information about the ARCP can be found on its website at www.arcpreit.com.
ARCP may disseminate important information regarding the Company and its
operations, including financial information, through social media platforms
such as Twitter, Facebook and LinkedIn.
Information set forth herein (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
ARCP's and CapLease'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 ARCP will become
self-managed and the terms of any arrangements related thereto, whether and
when the transactions contemplated by the CapLease merger agreement will be
consummated, the combined company's plans, market and other expectations,
objectives, intentions, as well as any expectations or projections with
respect to the combined company, including regarding future dividends and
market valuations, and estimates of growth, including funds from operations
and adjusted funds from operations, and other statements that are not
The following additional factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: (1) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement; (2) the inability to satisfy certain
conditions to completion of the CapLease merger; (3) risks related to
disruption of management's attention from the ongoing business operations due
to the proposed CapLease merger; (4) the effect of the announcement of the
proposed merger on CapLease's or ARCP's relationships with its customers,
tenants, lenders, operating results and businesses generally; (5) the outcome
of any legal proceedings relating to the merger or the merger agreement; and
(6) risks to consummation of the merger, including the risk that the merger
will not be consummated within the expected time period or at all. Additional
factors that may affect future results are contained in ARCP's and CapLease's
filings with the Securities and Exchange Commission ("SEC"), which are
available at the SEC's website atwww.sec.gov. ARCP and CapLease disclaim any
obligation to update and revise statements contained in these materials based
on new information or otherwise.
SOURCE American Realty Capital Properties, Inc.
Contact: Anthony J. DeFazio, DDCWorks, email@example.com, 484-342-3600;
Brian S. Block, EVP & CFO, American Realty Capital Properties, Inc.,
firstname.lastname@example.org, 212-415-6500; or Jonathan Keehner / Taylor Ingraham, Joele
Frank, Wilkinson Brimmer Katcher, 212-355-4449
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