|By PR Newswire||
|March 31, 2014 06:00 AM EDT||
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.
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shares that are validly tendered in response to the Offer unless the number of shares validly tendered and not validly withdrawn, together with the shares of CCPT common stock already beneficially owned by ARCP and Merger Sub (if any), represents at least a majority of the shares of CCPT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 If that condition is satisfied and Merger Sub purchases the shares that are validly tendered and not validly withdrawn, subject to certain conditions, and, if required, the exercise by Merger Sub of an option to purchase additional shares pursuant to the Merger Agreement, CCPT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.
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.
SOURCE American Realty Capital Properties, Inc.
Most of us already know that adopting new cloud applications can boost a business’s productivity by enabling organizations to be more agile and ready to change course in our fast-moving and connected digital world. But the rapid adoption of cloud apps and services also brings with it profound security threats, including visibility and control challenges that aren’t present in traditional on-premises environments. At the same time, the cloud – because of its interconnected, flexible and adaptable...
Sep. 29, 2016 07:15 AM EDT Reads: 1,726
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. Commvault can ensure protection, access and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his general session at 18th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Part...
Sep. 29, 2016 07:00 AM EDT Reads: 2,935
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th 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 wait for long dev...
Sep. 29, 2016 07:00 AM EDT Reads: 3,483
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm ...
Sep. 29, 2016 07:00 AM EDT Reads: 3,410
Digitization is driving a fundamental change in society that is transforming the way businesses work with their customers, their supply chains and their people. Digital transformation leverages DevOps best practices, such as Agile Parallel Development, Continuous Delivery and Agile Operations to capitalize on opportunities and create competitive differentiation in the application economy. However, information security has been notably absent from the DevOps movement. Speed doesn’t have to negat...
Sep. 29, 2016 07:00 AM EDT Reads: 2,272
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
Sep. 29, 2016 06:45 AM EDT Reads: 3,179
Fact is, enterprises have significant legacy voice infrastructure that’s costly to replace with pure IP solutions. How can we bring this analog infrastructure into our shiny new cloud applications? There are proven methods to bind both legacy voice applications and traditional PSTN audio into cloud-based applications and services at a carrier scale. Some of the most successful implementations leverage WebRTC, WebSockets, SIP and other open source technologies. In his session at @ThingsExpo, Da...
Sep. 29, 2016 06:45 AM EDT Reads: 1,671
Leading cloud-centric IT organizations are establishing core capabilities to improve productivity, control costs and provide a highly responsive end-user experience. Key steps along this journey include creating an end-user cloud services catalog, automating workflows and provisioning, and implementing IT showback and chargeback. In his session at 19th Cloud Expo, Mark Jamensky, executive vice president of Products at Embotics, will walk attendees through an in-depth case study of enterprise I...
Sep. 29, 2016 06:15 AM EDT Reads: 1,471
SYS-CON Events announced today that Niagara Networks will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Niagara Networks offers the highest port-density systems, and the most complete Next-Generation Network Visibility systems including Network Packet Brokers, Bypass Switches, and Network TAPs.
Sep. 29, 2016 06:00 AM EDT Reads: 524
SYS-CON Events announced today the Kubernetes and Google Container Engine Workshop, being held November 3, 2016, in conjunction with @DevOpsSummit at 19th Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA. This workshop led by Sebastian Scheele introduces participants to Kubernetes and Google Container Engine (GKE). Through a combination of instructor-led presentations, demonstrations, and hands-on labs, students learn the key concepts and practices for deploying and maintainin...
Sep. 29, 2016 06:00 AM EDT Reads: 2,760
Your business relies on your applications and your employees to stay in business. Whether you develop apps or manage business critical apps that help fuel your business, what happens when users experience sluggish performance? You and all technical teams across the organization – application, network, operations, among others, as well as, those outside the organization, like ISPs and third-party providers – are called in to solve the problem.
Sep. 29, 2016 06:00 AM EDT Reads: 2,679
Without a clear strategy for cost control and an architecture designed with cloud services in mind, costs and operational performance can quickly get out of control. To avoid multiple architectural redesigns requires extensive thought and planning. Boundary (now part of BMC) launched a new public-facing multi-tenant high resolution monitoring service on Amazon AWS two years ago, facing challenges and learning best practices in the early days of the new service. In his session at 19th Cloud Exp...
Sep. 29, 2016 05:45 AM EDT Reads: 1,052
SYS-CON Events announced today that Roundee / LinearHub will exhibit at the WebRTC Summit at @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LinearHub provides Roundee Service, a smart platform for enterprise video conferencing with enhanced features such as automatic recording and transcription service. Slack users can integrate Roundee to their team via Slack’s App Directory, and '/roundee' command lets your video conference ...
Sep. 29, 2016 05:45 AM EDT Reads: 1,502
Apache Hadoop is a key technology for gaining business insights from your Big Data, but the penetration into enterprises is shockingly low. In fact, Apache Hadoop and Big Data proponents recognize that this technology has not yet achieved its game-changing business potential. In his session at 19th Cloud Expo, John Mertic, director of program management for ODPi at The Linux Foundation, will explain why this is, how we can work together as an open data community to increase adoption, and the i...
Sep. 29, 2016 05:30 AM EDT Reads: 1,148
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...
Sep. 29, 2016 05:30 AM EDT Reads: 2,961