NEW YORK and PHOENIX, Jan. 23,
2014 /PRNewswire/ -- American Realty Capital
Properties, Inc. ("ARCP") (NASDAQ: ARCP) and Cole Real Estate
Investments, Inc. ("Cole") (NYSE: COLE) today announced the
preliminary results of the elections made by Cole stockholders
regarding the form of merger consideration to be received in
connection with ARCP's proposed acquisition of Cole.
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As previously announced, on October 22,
2013, ARCP and Cole entered into a definitive merger
agreement under which Cole will merge with and into a wholly owned
subsidiary of ARCP in a transaction that would create the world's
largest net-lease REIT with a combined enterprise value of
$21.5 billion. Pursuant to the
terms of the definitive merger agreement, Cole stockholders could
elect to receive 1.0929 shares of ARCP common stock (reflecting a
fixed exchange ratio) (the "stock election") or $13.82 in cash for each share of Cole common
stock they hold, subject to proration as set forth in the
definitive merger agreement (pursuant to the requirement that cash
consideration not be paid with respect to more than 20% of the
shares of Cole common stock issued and outstanding immediately
prior to closing) (the "cash election"). A holder of Cole
restricted share units ("RSUs") or performance share units ("PSUs")
could make either a stock election or a cash election for all (but
not less than all) of the shares of Cole common stock held by such
holder (including shares of Cole common stock that will be deemed
issued in respect of such RSUs and/or PSUs pursuant to the
definitive merger agreement).
The election deadline was 5:00
p.m., New York time, on
January 22, 2014 (the "Election
Deadline"). As of January 22,
2014, there were approximately 476,626,612 shares of Cole
common stock outstanding and RSUs and PSUs. Based on available
information as of the Election Deadline, the preliminary election
results with respect to stock elections and cash elections were as
follows:
- holders of approximately 10.7 million Cole shares (including
holders of RSUs and PSUs), or approximately 2% of the Cole shares
outstanding and RSUs/PSUs, elected to receive cash;
- holders of approximately 255.9 million Cole shares (including
holders of RSUs and PSUs), or approximately 54% of the Cole shares
outstanding and RSUs/PSUs, elected to receive shares of ARCP common
stock; and
- holders of approximately 210.0 million Cole shares (including
holders of RSUs and PSUs), or approximately 44% of the Cole shares
outstanding and RSUs/PSUs, did not make a valid election or did not
deliver a valid election form prior to the election deadline.
Since Cole stockholders who did not make a valid election or did
not deliver a valid election form prior to the election deadline
are, pursuant to the definitive merger agreement, deemed to have
made a stock election, in total holders of approximately 465.9
million Cole shares (including holders of RSUs and PSUs), or
approximately 98% of the Cole shares outstanding and RSUs/PSUs,
have made a stock election or are deemed to have made a stock
election. Cole stockholders who made valid cash elections may
be prorated and receive a combination of cash and shares of ARCP
common stock for their shares of Cole common stock, as set forth in
the definitive merger agreement. No fractional shares of ARCP
common stock will be issued, and Cole stockholders will receive
cash in lieu of fractional shares at the closing price of shares of
ARCP common stock on the closing date of the merger. As
indicated in the election form sent to Cole stockholders, Cole
stockholders who made (and did not revoke) valid elections may not
sell or otherwise transfer the Cole shares subject to such election
before the proposed merger is completed (unless the merger
agreement is terminated).
Also, as previously announced, a Special Meeting of ARCP
stockholders to consider and vote on the proposals pursuant to the
definitive merger agreement has been scheduled for 9:00 a.m., local time, on January 23, 2014 at The Core Club, located at 66
East 55th Street, New York,
New York, and a Special Meeting of Cole stockholders to
consider and vote on the proposals pursuant to the definitive
merger agreement has been scheduled for 9:00
a.m., local time, on January 23,
2014 at The Arizona Biltmore, 2400 East Missouri Avenue,
Phoenix, Arizona. If the
necessary ARCP and Cole stockholder approvals are obtained, and the
other conditions to closing set forth in the definitive merger
agreement are satisfied, the final allocation of the merger
consideration will be computed using the formula set forth in the
definitive merger agreement and will be publicly announced.
About ARCP
ARCP is a self-managed publicly traded Maryland corporation listed on The NASDAQ
Global Select Market, focused on acquiring and owning single tenant
freestanding commercial properties subject to net leases with high
credit quality tenants. Additional information about ARCP can be
found on its website at www.arcpreit.com. ARCP may
disseminate important information regarding it and its operations,
including financial information, through social media platforms
such as Twitter, Facebook and LinkedIn.
About Cole
Cole is a market-leading net-lease
REIT focused on the acquisition, active management, leasing and
financing of its high-quality retail, office and industrial
portfolio. Visit www.ColeREIT.com to learn more about Cole's
comprehensive capabilities, best-in-class management platform,
disciplined investment strategy and high-quality real estate
portfolio.
Additional Information about the Merger Between ARCP and Cole
and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed merger,
ARCP and Cole filed a definitive joint proxy statement/prospectus
with the U.S. Securities and Exchange Commission ("SEC") on
December 23, 2013 and commenced
mailing the definitive joint proxy statement/prospectus and a form
of proxy to the stockholders of ARCP and Cole. These materials are
not a substitute for the definitive joint proxy
statement/prospectus or the Registration Statement on Form S-4
(File No. 333-192106) that ARCP filed with the SEC in connection
with the proposed merger with Cole. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) REGARDING THE PROPOSED MERGER,
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY
BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THE JOINT
PROXY STATEMENT/ PROSPECTUS AND SUCH OTHER DOCUMENTS CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCP, COLE AND THE
PROPOSED MERGER. The definitive joint proxy statement/prospectus
contains additional detail concerning the benefits of the proposed
merger, the risks associated therewith and conflicts of
interest.
Investors and stockholders of ARCP and Cole may obtain free
copies of the definitive joint proxy statement/prospectus and other
relevant documents filed with the SEC from the SEC's website at
http://www.sec.gov. Copies of the documents filed by ARCP with the
SEC are also available on ARCP's website at
http://www.arcpreit.com, and copies of the documents filed by Cole
with the SEC are available on Cole's website at
www.colereit.com.
Participants in Solicitation Relating to the Merger Between
ARCP and Cole
ARCP, Cole, AR Capital, LLC and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from ARCP's and Cole's stockholders in
respect of the proposed merger. Information regarding ARCP's
directors and executive officers can be found in ARCP's definitive
proxy statement filed with the SEC on April
30, 2013. Information regarding Cole's directors and
executive officers can be found in Cole's definitive proxy
statement filed with the SEC on April 11,
2013. Additional information regarding the interests of such
potential participants is included in the joint proxy
statement/prospectus and other relevant documents filed with the
SEC in connection with the proposed merger. These documents are
available free of charge on the SEC's website and from ARCP or
Cole, as applicable, using the sources indicated above.
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 Cole'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 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 failure to obtain certain regulatory
approvals in connection with the closing of the merger, or the
inability to obtain the approval by ARCP's stockholders of the
issuance of ARCP common stock in connection with the merger and the
approval by Cole's stockholders of the merger; (3) risks related to
disruption of management's attention from the ongoing business
operations due to the proposed merger; (4) the effect of the
announcement of the proposed merger on ARCP's or Cole's
relationships with their respective customers, tenants, lenders,
operating results and businesses generally; (5) the outcome of any
legal proceedings relating to the merger or merger agreement; (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; (7) ARCP's inability to timely achieve the benefits
associated with becoming a self-managed real estate company; (8)
market volatility; (9) unexpected costs or unexpected liabilities
that may arise from the transaction; (10) the inability to retain
key personnel; (11) continuation or deterioration of current market
conditions; (12) whether or not ARCP common stock will be included
in REIT and public exchange indices; (13) uncertainty regarding the
level of demand for ARCP common stock that inclusion in such
indices would generate; (14) future regulatory or legislative
actions that could adversely affect ARCP; and (15) the business
plans of the tenants of ARCP. Additional factors that may affect
future results are contained in ARCP's and Cole's filings with the
SEC, which are available at the SEC's website at www.sec.gov. ARCP
and Cole disclaim any obligation to update and revise statements
contained in these materials based on new information or
otherwise.
SOURCE American Realty Capital Properties, Inc.