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American Realty Capital Properties Announces Willingness To Consider All Options To Acquire CCPT III

Stocks in this article: ARCP

NEW YORK, April 5, 2013 /PRNewswire/ --  American Realty Capital Properties, Inc. (NASDAQ: ARCP) ("ARCP") announced today its continued willingness to consider all options to acquire Cole Credit Property Trust III, Inc. ("CCPT III").

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American Realty Capital Properties Willing to Consider All Options to Acquire CCPT III: The Board of ARCP has indicated they will consider all options to acquire CCPT III, but only subject to constructive and meaningful engagement on the part of the CCPT III special committee. 

Again, No Constructive Engagement by CCPT III Special Committee: We are disappointed (but not surprised) by the continuing refusal of the CCPT III special committee to engage with us with respect to our proposal. There has been absolutely no constructive engagement on the part of CCPT III's special committee to understand, evaluate and compare our proposal to the related party internalization of Cole Holdings.  In fact, the CCPT III special committee hasn't even countered our proposal or expressed any changes, modifications or enhancements to the terms of our offer. CCPT III's stockholders deserve to know why.

CCPT III Stockholders Deserve Clarity from their Directors and a Voice and a Vote in the Outcome.  CCPT III's stockholders have expressed an overwhelming desire to vote on the combination of Cole Holdings and CCPT III.  They deserve full, complete and timely disclosure of the related party internalization of Cole Holdings and the subsequent proposed listing, i.e., how will they be paid, when will they be paid, what will they be paid, what will be the size and price of any tender support and what are the risks surrounding the transaction.  The merits of the internalization cannot be evaluated by stockholders in the absence of critical information and assumption about the proposed listing.  This information has been reviewed by the CCPT III special committee, evaluated by their financial advisors, who have provided a fairness opinion, but has been intentionally withheld from CCPT III's stockholders.   CCPT III stockholders deserve to know why.

CCPT III Special Committee's Decision is Flawed and Highly Suspect: The CCPT III special committee arrived at their decision to reject our proposal for reasons we believe were: (i) incorrect and NOT in the best interests of CCPT III stockholders; (ii) made without any meaningful engagement with ARCP; and (iii) based on assumptions that are simply incorrect.  No matter how many meetings they hold with themselves, the CCPT III special committee cannot possibly fairly assess our proposal without meaningful and mutual engagement.  CCPT III's stockholders deserve to know why.

CCPT III Special Committee Has Failed in its Duty as Fiduciaries for the Stockholders of CCPT III: Let us be clear – the CCPT III special committee is making an indelible decision by rejecting our offer that directly affects their stockholders' value.  Data and conclusions in the press release issued by CCPT III special committee this morning prove that this decision is based on incomplete and incorrect information, flawed assumptions, and a failure to meaningfully engage with us.  It would be hard to believe a fiduciary would behave in such a manner, if such actions were not already on public display.  CCPT III's stockholders deserve to know why.

Although the CCPT III Real Estate Portfolio is Attractive, it is by No Means Essential to the On-Going Success of ARCP.  ARCP has already created substantial value for our stockholders, i.e., ARCP is outperforming over the year-to-date period (up 10.7%) as well as the trailing 12-month period (up 42.6%). Moreover, we have myriad opportunities to grow our business both organically and by acquisitions. 

ARCP Stands by its Fully Banked Offer including A "Highly Confident" Letter from Barclays Capital Inc. for $4.7 billion, but Will Evaluate All of its Options:  While we remain committed to delivering substantial value to CCPT III stockholders through our proposal, and hope that the CCPT III directors engage with us, we continue to evaluate all of our options, including taking our offer directly to the stockholders. CCPT III's stockholders deserve to know why they are being deprived of the benefits of a fully banked offer.

Transaction Advisors

Barclays Capital Inc. and RCS Capital, a division of Realty Capital Securities, LLC, are acting as ARCP's financial advisors and Proskauer Rose LLP and Weil, Gotshal & Manges LLP as its legal advisors.

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