Newman Ferrara LLP has begun an investigation into potential claims against the board of directors of American Realty Capital Trust, Inc. (“ARCT”) (Nasdaq: ARCT) concerning the proposed acquisition of American Realty by Realty Income Corp.
On September 6, 2012, ARCT announced that it had entered into a merger agreement to be acquired by Realty Income. Under the proposed agreement, ARCT shareholders will receive a fixed exchange ratio of 0.2874 Realty Income shares for each share of American Realty owned, which is equivalent to $12.21 per share.
However, this offer price constitutes a premium of only 2% of ARCT’s trading price of $11.96 per share on September 5, 2012. In addition, this 2% premium offer price comes on the heels of the July 31, 2012 announcement by William Kahane, ARCT’s chief executive officer, that “[w]e have solidified our financial position” and “I could not be more pleased with the company’s performance these last three months. Since listing our shares on the NASDAQ on March 1, 2012, American Realty Capital Trust has outperformed the broader equities market, reaffirmed its earnings guidance, forecasted earnings growth of 13% based on AFFO estimates for 2012 and 2013, announced a dividend increase, confirmed its acquisition program by placing $64 million under contract of property purchases consistent with its investment strategy, and demonstrated continued improvements in its overall balance sheet metrics.”
ARCT’s Board of Directors has unanimously approved the merger agreement which, subject to shareholder approval, is expected to close before the end of 2012.Newman Ferrara LLP’s investigation concerns whether ARCT’s Board of Directors has breached its fiduciary duties to act in the best interests of ARCT’s shareholders and to take all necessary steps to ensure that ARCT’s shareholders receive the maximum value readily available for their shares of ARCT common stock. Concerned investors are encouraged to contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or firstname.lastname@example.org to discuss this investigation, their rights, or potential remedies. Newman Ferrara maintains a multifaceted practice based in New York City with attorneys specializing in complex commercial and multi-party litigation, securities fraud and shareholder litigation, consumer protection, civil rights, and real estate. For more information, please visit the firm website at www.nfllp.com.