NEW YORK and PHOENIX, Jan. 14,
2014 /PRNewswire/ -- American Realty Capital Properties,
Inc. ("ARCP") (NASDAQ: ARCP) and Cole Real Estate Investments, Inc.
("Cole") (NYSE: COLE) announced that Institutional Shareholder
Services, Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"),
each a leading proxy voting and corporate guidance advisory firm,
recommended that stockholders of both companies vote in favor of
all proposals pertaining to the proposed merger between ARCP and
Cole, announced on October 23,
2013.
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With respect to the ARCP stockholder meeting, ISS and Glass
Lewis recommended that ARCP stockholders vote at the upcoming
stockolder meeting for the proposal to approve the issuance of ARCP
common stock to the stockholders of Cole in connection with the
proposed merger, as well as for the other matters to be considered
at the ARCP Special Meeting.
With respect to the Cole stockholder meeting, ISS and Glass
Lewis recommended that Cole stockholders vote for the proposal to
approve the proposed merger between ARCP and Cole, as well as for
the other matters to be considered at the Cole Special Meeting.
As previously announced on October 23,
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 largest
net-lease REIT with a combined enterprise value of $21.5 billion. Pursuant to the terms of the
definitive merger agreement, Cole stockholders may elect to receive
1.0929 shares of ARCP common stock (reflecting a fixed exchange
ratio) or $13.82 cash for each share
of Cole common stock they hold, subject to proration as set forth
in the definitive merger agreement.
Special Meetings
A special meeting of ARCP stockholders to consider and vote on
the proposals pursuant to the merger agreement has been scheduled
for 9:00 a.m. ET on January 23, 2014 at The Core Club, located at 66
East 55th Street, New York,
New York. Stockholders of record as of December 20, 2013, will be entitled to vote at
the special meeting and have received the definitive proxy
materials which were originally mailed to ARCP stockholders
beginning on December 23, 2013.
A special meeting of Cole stockholders to consider and vote on
the proposals pursuant to the 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. Stockholders of record as of
December 20, 2013, will be entitled
to vote at the Special Meeting and have received the definitive
proxy materials to register their vote, which were originally
mailed to Cole stockholders beginning on December 23, 2013.
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 our comprehensive
capabilities, best-in-class management platform, disciplined
investment strategy and high-quality real estate portfolio.
Additional Information about Merger Between ARCP and Cole and
Where to Find It
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, ARC 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 Cole 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 Cole 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 any of the merger
agreements 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 Cole merger agreement; (2) the inability to obtain regulatory
approvals for the Cole merger transaction and the approval by
ARCP's stockholders of the issuance of ARCP common stock in
connection with the Cole merger and the approval by Cole's
stockholders of the Cole merger; (3) risks related to disruption of
management's attention from the ongoing business operations due to
the proposed Cole merger; (4) the effect of the announcement of the
proposed Cole 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 any of the Cole merger or merger agreement; (6) risks
to consummation of the Cole merger, including the risk that the
merger will not be consummated within the expected time period or
at all; and (7) ARCP's inability to timely achieve the benefits
associated with becoming a self-managed real estate company.
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.; Cole Real
Estate Investments, Inc.