Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of American Realty Capital Trust, Inc. (“American Realty” or the “Company”) (NASDAQ: ARCT) for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to Realty Income Corp. (“Realty Income”) (NYSE: O) in a stock-for-stock deal valued at approximately $2.95 billion. Under the terms of the proposed transaction, American Realty shareholders will receive a fixed exchange ratio of 0.2874 Realty Income shares for each share of American Realty common stock that they own. Based on Realty Income’s closing stock price of $42.48 on September 5, 2012, this consideration represents approximately $12.21 per share, while according to Yahoo! Finance, at least one financial analyst has set a price target of $13 for American Realty.
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Whether American Realty’s Board of Directors breached their fiduciary duties to the Company’s stockholders by failing to conduct an adequate and fair sales process prior to agreeing to this proposed transaction, whether the proposed transaction undervalues American Realty’s shares and by how much this proposed transaction undervalues the Company to the detriment of American Realty’s shareholders are the key focus of this investigation.
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