CapLease Announces Expiration of “Go Shop” Period
08 Luglio 2013 - 12:00PM
Business Wire
CapLease, Inc. (the “Company”) (NYSE: LSE) today announced
the expiration of the 40-day “go shop” period pursuant to the terms
of the previously announced Agreement and Plan of Merger (the
“Merger Agreement”), dated May 28, 2013, by and among the Company,
American Realty Capital Properties, Inc., a Maryland corporation,
and certain of their respective affiliates.
During the “go shop” process, the Company was permitted, on the
terms and subject to the conditions of the Merger Agreement, to
initiate, solicit and encourage inquiries from and engage in
discussions and negotiations with third parties relating to
alternative acquisition proposals for a period of 40 calendar days
that began on May 28, 2013 and expired at 11:59 p.m. (New York City
time) on July 7, 2013. During the “go shop” period, the Company
contacted 44 potential alternative acquirors. None of the potential
acquirors contacted during the “go shop” period submitted a
proposal to acquire the Company, and no other person has made an
unsolicited inquiry or proposal.
The Company expects to file with the Securities and Exchange
Commission (the “SEC”) definitive proxy materials related to the
special meeting of the Company’s common stockholders to vote on a
proposal to approve the merger and the other transactions
contemplated by the Merger Agreement.
The parties to the Merger Agreement currently expect to complete
the merger during the third quarter of 2013, subject to
satisfaction of the closing conditions, including receipt of the
Company’s common stockholders’ approval.
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 Merger
Agreement; (2) the inability to complete the proposed merger
due to the failure to obtain stockholder approval for the merger or
the failure to satisfy other 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; and (6) risks to consummation of the merger, including
the risk that the merger will not be consummated 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 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.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, the Company filed a
preliminary proxy statement on Schedule 14A with the Securities and
Exchange Commission (the “SEC”) on July 2, 2013. When completed, a
definitive proxy statement and a form of proxy will be mailed to
the Company’s common stockholders. THE COMPANY’S COMMON
STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND
THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED MERGER BECAUSE THESE MATERIALS CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED
MATTERS. The proxy statement and other relevant materials (when
available), and any and all documents filed by the Company with the
SEC may be obtained free of charge at the SEC’s website at
www.sec.gov. In addition, investors may obtain a free copy of the
Company’s filings with the SEC from the Company’s website at
www.caplease.com under Investors—SEC Filings—Filings or by
directing a request to: CapLease, Inc., 1065 Avenue of the
Americas, New York, New York 10018, Attn: Investor Relations,
(212) 217-6300.
Participants in Solicitation
This press release is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell shares of the
Company. The Company, its executive officers and directors may be
deemed to be participants in the solicitation of proxies from the
common stockholders of the Company in connection with the proposed
merger. Information about those executive officers and directors of
the Company and their ownership of the Company’s common stock is
set forth in the Company’s proxy statement for its 2013 annual
meeting of stockholders, which was filed with the SEC on April 19,
2013, and its Annual Report on Form 10-K for the year ended
December 31, 2012, which was filed with the SEC on February 21,
2013. These documents may be obtained free of charge at the SEC’s
website at www.sec.gov, on the Company’s website at
www.caplease.com under Investors—SEC Filings—Filings and from the
Company by directing a request to: CapLease, Inc., 1065 Avenue of
the Americas, New York, New York 10018, Attn: Investor Relations,
(212) 217-6300. Additional information regarding the interests
of participants in the solicitation of proxies in connection with
the merger was included in the preliminary proxy statement on
Schedule 14A, which the Company filed with the SEC on July 2, 2013,
and may be updated or supplemented in the definitive proxy
statement and other documents that the Company intends to file with
the SEC.
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