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ISS Recommends ARCP Stockholders Vote For Proposed Merger

Stocks in this article: ARCP





NEW YORK, Feb. 7, 2013 /PRNewswire/ --  American Realty Capital Properties, Inc. ("ARCP" or the "Company") (NASDAQ: ARCP) today announced that Institutional Shareholder Services ("ISS"), a leading independent proxy voting and corporate governance advisory firm, recommends shareholders vote for the proposed merger between ARCP and American Realty Capital Trust III, Inc. ("ARCT III"). 

(Logo: http://photos.prnewswire.com/prnh/20120529/NY15147LOGO )

ISS recommends that ARCP stockholders support the proposal to approve the issuance of shares of ARCP common stock to the stockholders of ARCT III in connection with the proposed merger, announced on December 17, 2012. 

Nicholas S. Schorsch, Chairman and Chief Executive Officer of ARCP, said, "We are extremely pleased that ISS recognizes the significant value creation and strategic benefits of the transformative combination of ARCP and ARCT III.  This combination creates a leader in the net lease sector and provides investors with durable income, principal protection and outsized growth potential."

In its recommendation issued on February 7, 2013, ISS stated: *

"… the transaction will result in considerable economies of scale and estimated cost savings of up to $48.0 million as well as diversify ARCP's real estate portfolio. These benefits should create certain competitive advantages for the combined company including a lower cost of capital, which likely will benefit shareholders going forward. In addition, the initially implied and currently implied merger consideration is within the estimated valuation ranges derived by the company's financial advisor."

As previously announced on December 17, 2012, ARCP and ARCT III entered into a definitive merger agreement under which ARCP will acquire all of the outstanding shares of ARCT III in a transaction that would result in a combined company with $3.0 billion of enterprise value.  Pursuant to the terms of the merger agreement, each outstanding share of ARCT III will be converted into a right to receive, at the election of each stockholder, either 0.95 of a share of ARCP common stock or $12.00 in cash.

A Special Meeting of ARCP Stockholders to consider and vote on a proposal to approve the issuance of shares of ARCP common stock to the stockholders of ARCT III pursuant to the merger agreement has been scheduled for 9:00am ET on February 26, 2013, at The Core Club located at 66 East 55th Street, New York, NY 10022.  Stockholders of record as of January 4, 2013, will be entitled to vote at the Special Meeting and will receive the definitive proxy materials to register their vote.

Stockholders who have any questions or need assistance voting their shares, should contact the Companies' proxy solicitor, Innisfree M&A Incorporated toll free at (877) 800-5187.

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