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.
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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."
About ARCP
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.
Forward-Looking Statements
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 historical facts.
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 at www.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.