Spirit Finance Corporation Announces Conclusion of the Active Solicitation Process Under Merger Agreement
11 Aprile 2007 - 1:00PM
Business Wire
Spirit Finance Corporation (NYSE: SFC) (�Spirit�), a real estate
investment trust focused on single tenant, operationally essential
real estate, today announced the conclusion of the active
solicitation process being conducted by Spirit�s financial
advisors, Citigroup Corporate & Investment Banking and Wachovia
Securities, as permitted under the terms of the merger agreement
between Spirit and a consortium of investors including Macquarie
Bank Limited, Kaupthing Bank hf. and other independent equity
participants (collectively, the �Consortium�). As previously
announced, the Consortium will acquire Spirit in a transaction
valued at $3.5 billion. The transaction is subject to certain
closing conditions, including the approval of Spirit�s stockholders
and the satisfaction of other customary closing conditions. Under
the terms of the merger agreement, Spirit�s board of directors,
with the assistance of its financial advisors, conducted a 28-day
active solicitation process that concluded on April 9, 2007. During
this period, no superior proposals were received and no party has
indicated that it intends to make a superior proposal.
Notwithstanding the conclusion of the active solicitation period,
the merger agreement permits Spirit�s board of directors to
consider and take actions with respect to unsolicited written
alternative proposals received before the stockholders� meeting to
consider and vote on the merger, subject to conditions contained in
the merger agreement. The merger transaction is expected to close
promptly following the satisfaction of all closing conditions,
including approval of Spirit�s stockholders, which are anticipated
to occur by the end of the third quarter of 2007. About Spirit
Finance Corporation Spirit Finance Corporation provides customized,
flexible sale/leaseback financing solutions for single tenant,
operationally essential real estate assets that are vital to the
operations of retail, service and distribution companies. The
company�s core markets include free-standing automotive dealers,
parts and service facilities, drugstores, educational facilities,
movie theaters, restaurants, supermarkets, and other retail,
distribution and service businesses. Additional information about
Spirit Finance Corporation is available on its website at
www.spiritfinance.com. Forward-Looking and Cautionary Statements
Statements contained in this press release which are not historical
facts are forward-looking statements as the term is defined in the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by the use of words
such as �expects,� �plans,� �estimates,� �projects,� �intends,�
�believes,� �guidance,� and similar expressions that do not relate
to historical matters. These forward-looking statements are subject
to risks and uncertainties which can cause actual results to differ
materially from those currently anticipated, due to a number of
factors which include, but are not limited to, continued ability to
source new investments, changes in interest rates and/or credit
spreads, changes in the real estate markets, and other risk factors
discussed in Spirit Finance Corporation�s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and other documents filed by
Spirit with the Securities and Exchange Commission from time to
time. All forward-looking statements in this press release are made
as of today, based upon information known to management as of the
date hereof, and Spirit assumes no obligations to update or revise
any of its forward-looking statements even if experience or future
changes show that indicated results or events will not be realized.
Important Information On March 13, 2007, Spirit filed a current
report on Form 8-K with the Securities and Exchange Commission,
which included the merger agreement. The proxy statement that
Spirit plans to file with the Securities and Exchange Commission
and mail to stockholders will contain information about Spirit, the
proposed merger and related matters. STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER
BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to receiving
the proxy statement from Spirit by mail, stockholders will be able
to obtain the proxy statement, as well as other filings containing
information about Spirit, without charge, from the Securities and
Exchange Commission's website (http://www.sec.gov) or, without
charge, from Spirit at www.spiritfinance.com or by directing such
request to Spirit Finance Corporation, 14631 N. Scottsdale Road,
Suite 200, Scottsdale, Arizona 85254, Attention: Investor
Relations. Spirit and its directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
merger. Information concerning these participants in the
solicitation will be set forth in the proxy statement relating to
the merger when it becomes available.
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