Preliminary Results Indicate Stockholders
Approved Proposals Involving Merger and Internalization
Transaction
Transaction Expected to Close on September 12, 2023
NEW
YORK, Sept. 8, 2023 /PRNewswire/ -- Global Net
Lease, Inc. ("GNL" or "the Company") (NYSE: GNL/ GNL PRA / GNL
PRB) announced today that it held a previously announced Special
Meeting of Stockholders. Preliminary results indicate that
stockholders approved both proposals, including the issuance of GNL
shares of common stock pursuant to the Agreement and Plan of Merger
with the Necessity Retail REIT, Inc. (NASDAQ:RTL) and the other
parties thereto and the previously announced Internalization
Agreement. As a result, depending on the results of special meeting
of the stockholders of RTL today, and the satisfaction or waiver of
all closing conditions, the merger with RTL and the internalization
are expected to close on September 12,
2023.
Final voting results are subject to verification by the
independent inspector of election and will be reported on a Current
Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission within four business days.
About Global Net Lease, Inc.
Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real
estate investment trust listed on the NYSE focused on acquiring a
diversified global portfolio of commercial properties, with an
emphasis on sale-leaseback transactions involving single tenant,
mission critical income producing net-leased assets across
the United States, Western and
Northern Europe. Additional
information about GNL can be found on its website
at www.globalnetlease.com.
Forward-Looking Statements
The statements in this communication that are not historical
facts may be forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual
results or events to be materially different. In addition, words
such as "may," "will," "seeks," "anticipates," "believes,"
"estimates," expects," "plans," "intends," "would," or similar
expressions indicate a forward-looking statement, although not all
forward-looking statements contain these identifying words. Any
statements referring to the future value of an investment in GNL,
including the adjustments giving effect to the REIT Merger and the
Internalization Merger (together, the "Proposed Transactions") as
described in this current report, as well as the potential success
that GNL may have in executing the REIT Merger and Internalization
Merger, are also forward-looking statements. There are a number of
risks, uncertainties and other important factors that could cause
GNL's actual results, or GNL's actual results after making
adjustments to give effect to the REIT Merger and the
Internalization Merger, to differ materially from those
contemplated by such forward-looking statements, including but not
limited to: (i) GNL's ability to complete the proposed REIT Merger
and Internalization Merger on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary stockholder approvals and
satisfaction of other closing conditions to consummate the Proposed
Transactions, (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Internalization Merger Agreement and REIT Merger Agreement, each
dated as of May 23, 2023 relating to
the Proposed Transactions, (iii) the ability of GNL to obtain
lender consent to amend its Second Amended and Restated Credit
Facility or any other loan agreement of GNL, if at all, or on terms
favorable to GNL, (iv) risks related to the potential repeal of
GNL's Shareholder's Rights Plan; (v) risks related to the decrease
in the beneficial ownership requirements of GNL's applicable
classes and series of stock; (vi) risks related to diverting the
attention of GNL's management from ongoing business operations,
(vii) failure to realize the expected benefits of the Proposed
Transactions, (viii) significant transaction costs or unknown or
inestimable liabilities, (ix) the risk of shareholder litigation in
connection with the proposed transaction, including resulting
expense or delay, (x) the risk that RTL's business will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected, (xi) risks
related to future opportunities and plans for GNL post-closing,
including the uncertainty of expected future financial performance
and results of GNL post-closing following completion of the
Proposed Transactions, (xii) the effect of the announcement of the
proposed transaction on the ability of GNL and RTL to operate their
respective businesses and retain and hire key personnel and to
maintain favorable business relationships, (xiii) the effect of any
downgrade of GNL's or RTL's corporate rating or to any of their
respective debt or equity securities including the outstanding
notes under the RTL Indenture; (xiv) risks related to the market
value of the GNL Common Stock to be issued in the Proposed
Transactions; (xv) other risks related to the completion of the
Proposed Transactions, (xvi) potential adverse effects of the
ongoing global COVID-19 pandemic, including actions taken to
contain or treat COVID-19, on RTL, RTL's tenants and the global
economy and financial market, (xvii) the risk that one or more
parties to the Internalization Merger Agreement and REIT Merger
Agreement may not fulfil its obligations under the respective
agreement, as well as the additional risks, uncertainties and other
important factors set forth in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of the Company's Annual Report on Form 10-K
for the year ended December 31, 2022
filed with the U.S. Securities and Exchange Commission ("SEC") on
February 23, 2023, and all other
filings with the SEC after that date, as such risks, uncertainties
and other important factors may be updated from time to time in
GNL's subsequent reports. Further, forward-looking statements speak
only as of the date they are made, and the Company undertakes no
obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time, except as
required by law.
Additional Information About the REIT Merger and
Internalization and Where to Find It
In connection with the Proposed Transactions, on July 6, 2023, GNL filed with the SEC a
registration statement on Form S-4 (as amended on July 17, 2023), which includes a document that
serves as a prospectus of GNL and a joint proxy statement of GNL
and RTL (the "Joint Proxy Statement/Prospectus"). Each party also
plans to file other relevant documents with the SEC regarding the
Proposed Transactions. The Form S-4 became effective on
July 18, 2023. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. GNL and RTL
commenced mailing the definitive Joint Proxy Statement/Prospectus
to stockholders on or about July 19,
2023. Investors and securityholders may obtain a free copy
of the Joint Proxy Statement/Prospectus and other relevant
documents filed by GNL and RTL with the SEC at the SEC's website at
www.sec.gov. Copies of the documents filed by GNL with the SEC are
available free of charge on GNL's website at www.globalnetlease.com
or by contacting GNL's Investor Relations at
investorrelations@globalnetlease.com. Copies of the documents filed
by RTL with the SEC are available free of charge on RTL's website
at www.necessityretailreit.com or by contacting RTL's Investor
Relations at ir@rtlreit.com.
Participants in the Proxy Solicitation
GNL, RTL, and their respective directors, executive officers and
other members of management and employees of their respective
advisors and their affiliates may be deemed to be participants in
the solicitation of proxies in respect of the Proposed
Transactions. Information about directors and executive officers of
GNL is available in its proxy statement for its 2023 Annual
Meeting, as incorporated by reference in the Joint Proxy
Statement/Prospectus. Information about directors and executive
officers of RTL is available in its proxy statement for its 2023
Annual Meeting, as incorporated by reference in the Joint Proxy
Statement/Prospectus. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the joint proxy statement/prospectus and other relevant
materials filed with the SEC regarding the Proposed Transactions.
Investors should read the Joint Proxy Statement/Prospectus
carefully before making any voting or investment decisions.
Investors may obtain free copies of these documents from the
Company as indicated above.
Contacts:
Investors and Media:
Email:
investorrelations@globalnetlease.com
Phone: (212) 415-6510
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SOURCE Global Net Lease, Inc.
