CapLease Stockholders Approve Merger
NEW YORK -- September 10, 2013
CapLease, Inc. (the “Company”) (NYSE:LSE) today announced that its
stockholders voted to approve the merger of the Company with and into an
affiliate of American Realty Capital Properties, Inc., pursuant to a
previously announced merger agreement. The merger and other transactions
contemplated by the merger agreement were approved by approximately 99% of the
votes cast at the special meeting.
Upon completion of the merger, each share of the Company’s common stock will
be converted into the right to receive $8.50 in cash, without interest and
less applicable withholding taxes. Shortly after the completion of the merger,
stockholders of record will receive a letter of transmittal and instructions
on how to submit their certificates representing the Company’s common stock in
exchange for the merger consideration. Each stockholder should wait to receive
such documents before attempting to transmit any certificates.
Now that the Company has obtained the requisite stockholder vote, the Company
expects the merger to be completed as soon as possible but in no event after
December 2, 2013, subject to the satisfaction or waiver of customary closing
conditions contained in the merger agreement.
CapLease, Inc. is a real estate investment trust, or “REIT,” that primarily
owns and manages a diversified portfolio of single-tenant commercial real
estate properties subject to long-term leases to high-credit-quality tenants.
Any statements in this press release about prospective performance and plans
for the Company, the expected timing of the completion of the proposed merger
and the ability to complete the proposed merger, and other statements
containing the words “estimates,” “believes,” “anticipates,” “plans,”
“expects,” “will,” and similar expressions, other than historical facts,
constitute forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Factors or
risks that could cause our actual results to differ materially from the
results we anticipate include, but are not limited to: (1)the occurrence of
any event, change or other circumstances that could give rise to the
termination of the Agreement and Plan of Merger, dated as of May 28, 2013, by
and among the Company, American Realty Capital Properties, Inc., and certain
affiliates of each (the “Merger Agreement”); (2)the inability to complete the
proposed merger due to the failure to satisfy the conditions to completion of
the merger; (3)risks related to disruption of management’s attention from the
Company’s ongoing business operations due to the merger; (4)the effect of the
announcement of the proposed merger on the Company’s relationships with its
customers, tenants, lenders, operating results and business generally; (5) the
outcome of any legal proceedings relating to the merger or the Merger
Agreement; (6) risks associated with any delay in the completion of the merger
due to the failure to obtain consents or approvals of third parties in
accordance with the Merger Agreement; and (7) risks to completion of the
merger, including the risk that the merger will not be completed within the
expected time period or at all.
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
included in this press release represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing our
views as of any date subsequent to the date hereof. Additional factors that
may cause results to differ materially from those described in the
forward-looking statements are set forth in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2012, which was filed with
the United States Securities and Exchange Commission (“SEC”) on February 21,
2013, under the heading “Item 1A—Risk Factors,” and in subsequent reports on
Forms 10-Q and 8-K filed with the SEC by the Company.
Brad Cohen, 212-217-6393
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