CapLease Stockholders Approve Merger
September 10 2013 - 3:01PM
Business Wire
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.
About CapLease
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.
Forward-Looking Statements
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.
ICR, LLCInvestor Relations/Media:Brad Cohen,
212-217-6393bcohen@icrinc.com
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