CapLease, Inc. (the “Company”) (NYSE: LSE) today announced the expiration of the 40-day “go shop” period pursuant to the terms of the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated May 28, 2013, by and among the Company, American Realty Capital Properties, Inc., a Maryland corporation, and certain of their respective affiliates.
During the “go shop” process, the Company was permitted, on the terms and subject to the conditions of the Merger Agreement, to initiate, solicit and encourage inquiries from and engage in discussions and negotiations with third parties relating to alternative acquisition proposals for a period of 40 calendar days that began on May 28, 2013 and expired at 11:59 p.m. (New York City time) on July 7, 2013. During the “go shop” period, the Company contacted 44 potential alternative acquirors. None of the potential acquirors contacted during the “go shop” period submitted a proposal to acquire the Company, and no other person has made an unsolicited inquiry or proposal.
The Company expects to file with the Securities and Exchange Commission (the “SEC”) definitive proxy materials related to the special meeting of the Company’s common stockholders to vote on a proposal to approve the merger and the other transactions contemplated by the Merger Agreement.
The parties to the Merger Agreement currently expect to complete the merger during the third quarter of 2013, subject to satisfaction of the closing conditions, including receipt of the Company’s common stockholders’ approval.
CapLease, Inc. is a real estate investment trust, or “REIT,” that primarily owns and manages a diversified portfolio of single-tenant commercial real estate properties subject to long-term leases to high-credit-quality tenants.
Any statements in this press release about prospective performance and plans for the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger; (3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the merger; (4) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, tenants, lenders, operating results and business generally; (5) the outcome of any legal proceedings relating to the merger or the Merger Agreement; and (6) risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all.