Welcome!

News Feed Item

ARCP Commences Offer for CCPT Shares

NEW YORK, March 31, 2014 /PRNewswire/ -- American Realty Capital Properties, Inc. (NASDAQ: ARCP) ("ARCP") announced today that, through a recently formed wholly-owned subsidiary, Desert Acquisition, Inc. ("Merger Sub"), it has commenced an offer (the "Offer") to purchase all the shares of Cole Credit Property Trust, Inc. ("CCPT") for a price per share ("Offer Price") of $7.25, net to the seller in cash, without any interest, and subject to any required withholding tax.  The Offer will expire at 12:00 midnight New York City time on April 25, 2014 (the end of the day on April 25, 2014), unless it is extended.

American Realty Capital Properties, Inc.

The CCPT board of directors unanimously determined to recommend that the CCPT stockholders tender their shares in response to the Offer.

The Offer is being made pursuant to a previously disclosed Agreement and Plan of Merger dated as of March 17, 2014, among ARCP, Merger Sub and CCPT (the "Merger Agreement").  Under that Merger Agreement, Merger Sub will not be permitted to accept the shares that are validly tendered in response to the Offer unless the number of shares validly tendered and not validly withdrawn, together with the shares of CCPT common stock already beneficially owned by ARCP and Merger Sub (if any), represents at least a majority of the shares of CCPT common stock outstanding as of immediately prior to the expiration of the Offer (the "Minimum Tender Condition").  If that condition is satisfied and Merger Sub purchases the shares that are validly tendered and not validly withdrawn, subject to certain conditions, and, if required, the exercise by Merger Sub of an option to purchase additional shares pursuant to the Merger Agreement, CCPT will subsequently be merged with and into Merger Sub (the "Merger") in a transaction in which ARCP will become the sole stockholder of Merger Sub (the successor company to CCPT) and the persons who are stockholders of CCPT immediately before the Merger will receive the same amount per share they would have received if they had validly tendered their CCPT stock in response to the Offer.

The Offer is subject to certain conditions in addition to the Minimum Tender Condition, including the receipt of certain third-party consents.  Except for the Minimum Tender Condition and the condition that CCPT deliver to ARCP a legal opinion from CCPT's counsel as to CCPT's status as a real estate investment trust for federal income tax purposes, ARCP has the right to waive any or all of the additional conditions. ARCP also has the right, subject to certain limitations, to extend the expiration date of the Offer and to amend the terms of the Offer, except that ARCP is not permitted to reduce the number of shares it is seeking purchase in the Offer, reduce the Offer Price or change the form of consideration payable in the Offer.

With regard to the Offer, Cole Capital Corporation is the Information Agent and DST Systems, Inc. is the Depositary.  Proskauer Rose LLP and Venable LLP are acting as legal counsel to ARCP and Morris, Manning & Martin, LLP and Miles & Stockbridge P.C. are acting as legal counsel to CCPT in connection with the transaction.

Notice to Investors

This press release is not an offer to purchase, or a solicitation of sales of, CCPT common stock or any other securities.  The Offer is made solely by the Offer to Purchase and the related Letter of Transmittal.  Merger Sub and ARCP are filing with the U.S. Securities and Exchange Commission ("SEC") today a Tender Offer Statement on Schedule TO that includes the Offer to Purchase and the related Letter of Transmittal and other documents relating to the Offer.  In addition, CCPT is filing with the SEC today a Solicitation/Recommendation Statement on Schedule 14D-9 that describes, among other things, the unanimous recommendation of CCPT's board of directors that CCPT's stockholders (other than ARCP, ARCP's subsidiaries, and CCPT's subsidiaries) tender their shares in response to the Offer and, if approval of the Merger by CCPT's stockholders is required by applicable law, that the CCPT stockholders vote any shares of CCPT common stock they own in favor of approving the Merger.  The documents filed with the SEC contain important information, and CCPT stockholders are urged to read them and the exhibits to them in their entirety in connection with their decision whether to tender their shares.  Those documents can be obtained at no charge at the SEC's website, www.sec.gov.  In addition, copies of the Offer to Purchase, the Letter of Transmittal and other documents relating to the Offer can be obtained from the Information Agent, Cole Capital Corporation, at 2325 E. Camelback Road, Suite 1100, Phoenix, Arizona 85016 or by calling toll free (866) 907-2653.

Forward-Looking Statements

Information set forth in this press release (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, Merger Sub's and CCPT'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 benefits of the Merger, future financial and operating results, the new combined company's plans, objectives, expectations and intentions 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: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the inability to complete the proposed Offer or Merger due to the failure to satisfy the conditions to completion of the Offer and the Merger; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect the companies; the business plans of the tenants of the respective parties; the outcome of any legal proceedings relating to the Offer, the Merger or the Merger Agreement; and 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, Merger Sub's and CCPT's filings with the SEC, which are available at the SEC's website at www.sec.gov. ARCP, Merger Sub and CCPT disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.


Logo - http://photos.prnewswire.com/prnh/20120529/NY15147LOGO

SOURCE American Realty Capital Properties, Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
yperConvergence came to market with the objective of being simple, flexible and to help drive down operating expenses. It reduced the footprint by bundling the compute/storage/network into one box. This brought a new set of challenges as the HyperConverged vendors are very focused on their own proprietary building blocks. If you want to scale in a certain way, let’s say you identified a need for more storage and want to add a device that is not sold by the HyperConverged vendor, forget about it....
SYS-CON Events announced today that Pulzze Systems will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Pulzze Systems Inc, provides the software product "The Interactor" that uniquely simplifies building IoT, Web and Smart Enterprise Solutions. It is a Silicon Valley startup funded by US government agencies, NSF and DHS to bring innovative solutions to market.
In his session at @ThingsExpo, Dr. Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, presented the findings of a series of six detailed case studies of how large corporations are implementing IoT. The session explored how IoT has improved their economic performance, had major impacts on business models and resulted in impressive ROIs. The companies covered span manufacturing and services firms. He also explored servicification, how manufacturing firms shift from se...
With Cloud Foundry you can easily deploy and use apps utilizing websocket technology, but not everybody realizes that scaling them out is not that trivial. In his session at 21st Cloud Expo, Roman Swoszowski, CTO and VP, Cloud Foundry Services, at Grape Up, will show you an example of how to deal with this issue. He will demonstrate a cloud-native Spring Boot app running in Cloud Foundry and communicating with clients over websocket protocol that can be easily scaled horizontally and coordinate...
SYS-CON Events announced today that Elastifile will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Elastifile Cloud File System (ECFS) is software-defined data infrastructure designed for seamless and efficient management of dynamic workloads across heterogeneous environments. Elastifile provides the architecture needed to optimize your hybrid cloud environment, by facilitating efficient...
For financial firms, the cloud is going to increasingly become a crucial part of dealing with customers over the next five years and beyond, particularly with the growing use and acceptance of virtual currencies. There are new data storage paradigms on the horizon that will deliver secure solutions for storing and moving sensitive financial data around the world without touching terrestrial networks. In his session at 20th Cloud Expo, Cliff Beek, President of Cloud Constellation Corporation, d...
Businesses and business units of all sizes can benefit from cloud computing, but many don't want the cost, performance and security concerns of public cloud nor the complexity of building their own private clouds. Today, some cloud vendors are using artificial intelligence (AI) to simplify cloud deployment and management. In his session at 20th Cloud Expo, Ajay Gulati, Co-founder and CEO of ZeroStack, discussed how AI can simplify cloud operations. He covered the following topics: why cloud mana...
As more and more companies are making the shift from on-premises to public cloud, the standard approach to DevOps is evolving. From encryption, compliance and regulations like GDPR, security in the cloud has become a hot topic. Many DevOps-focused companies have hired dedicated staff to fulfill these requirements, often creating further siloes, complexity and cost. This session aims to highlight existing DevOps cultural approaches, tooling and how security can be wrapped in every facet of the bu...
SYS-CON Events announced today that Golden Gate University will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Since 1901, non-profit Golden Gate University (GGU) has been helping adults achieve their professional goals by providing high quality, practice-based undergraduate and graduate educational programs in law, taxation, business and related professions. Many of its courses are taug...
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...
SYS-CON Events announced today that CAST Software will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CAST was founded more than 25 years ago to make the invisible visible. Built around the idea that even the best analytics on the market still leave blind spots for technical teams looking to deliver better software and prevent outages, CAST provides the software intelligence that matter ...
Vulnerability management is vital for large companies that need to secure containers across thousands of hosts, but many struggle to understand how exposed they are when they discover a new high security vulnerability. In his session at 21st Cloud Expo, John Morello, CTO of Twistlock, will address this pressing concern by introducing the concept of the “Vulnerability Risk Tree API,” which brings all the data together in a simple REST endpoint, allowing companies to easily grasp the severity of t...
Recently, WebRTC has a lot of eyes from market. The use cases of WebRTC are expanding - video chat, online education, online health care etc. Not only for human-to-human communication, but also IoT use cases such as machine to human use cases can be seen recently. One of the typical use-case is remote camera monitoring. With WebRTC, people can have interoperability and flexibility for deploying monitoring service. However, the benefit of WebRTC for IoT is not only its convenience and interopera...
Translating agile methodology into real-world best practices within the modern software factory has driven widespread DevOps adoption, yet much work remains to expand workflows and tooling across the enterprise. As models evolve from pockets of experimentation into wholescale organizational reinvention, practitioners find themselves challenged to incorporate the culture and architecture necessary to support DevOps at scale.
SYS-CON Events announced today that CA Technologies has been named “Platinum Sponsor” of SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business – from apparel to energy – is being rewritten by software. From planning to development to management to security, CA creates software that fuels transformation for companies in the applic...