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Brower Piven Announces Class Action Lawsuit In Connection With Claims Of Breaches Of Fiduciary Duty By The Board Of CapLease, Inc. In Connection With A Proposed Buyout

The securities litigation firm of Brower Piven, A Professional Corporation, announces that a class action lawsuit has been commenced in the New York Supreme Court for New York County, on behalf of all common stockholders of CapLease, Inc. (“CapLease” or the “Company”) (NYSE: LSE).

According to the complaint, under the terms of the proposed transaction, American Realty Capital Properties, Inc. (“American Realty”) would acquire the outstanding shares of CapLease for a value of $8.50 per share in cash. As set forth in the complaint, the proposed buyout consideration is woefully inadequate and falls short of at least one analyst’s price target of $9.00 per share. The claims concern, among other things, whether the proposed consideration to be paid to CapLease shareholders is unfair, inadequate, and substantially below the fair or inherent value of CapLease.

The complaint alleges that the proposed buyout will entitle the directors of the Company to hundreds of thousands of dollars in lump sum cash payments and that the directors of the Company have entered into a voting agreement pursuant to which they have already agreed to vote in favor of the proposed buyout. According to the complaint, following a change in control, as contemplated by the merger, CapLease’s CEO will receive a cash payment equal to three times his base salary, three times his average annual bonus, and a pro rata portion of his highest annual bonus for the prior three calendar years, as well as immediate vesting of all his restricted stock awards. The complaint further alleges that the provisions of the proposed buyout constrain CapLease’s ability to solicit or communicate with other potential acquirers or consider their proposals, as well as other deal protection devices that make an alternative transaction either prohibitively expensive or otherwise impossible. As detailed in the Complaint, the merger agreement contains a termination fee that exposes CapLease to a potential payment of $21 million plus a $4 million expense reimbursement to American Realty.

If you currently own common stock of CapLease and would like to learn more about the lawsuit filed against CapLease, you may email or call Brower Piven, who will, without obligation or cost to you, attempt to answer your questions. You may contact Brower Piven by email at hoffman@browerpiven.com, by calling (410) 415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and other class action cases of over 60 years.



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