Terms of Merger Agreement Under the terms of the Merger Agreement, Cole will merge with and into a wholly owned subsidiary of ARCP. Cole stockholders may elect to receive 1.0929 shares of ARCP common stock (reflecting a fixed exchange ratio) or $13.82 cash for each share of Cole common stock. In the event elections for payment in cash exceed 20% of Cole's outstanding shares, such elections would be prorated. ARCP's offer is valued at $14.59 per Cole common share based on the fixed exchange ratio of 1.0929 and ARCP's closing price of $13.35 on October 22, 2013. The offer price represents a premium of 13.8% based on Cole's closing price on October 22, 2013 of $12.82. Shares of ARCP common stock issued to Cole stockholders are expected to be registered, fully tradable, listed on the NASDAQ and not subject to any "lockup." For U.S. federal income tax purposes, the transaction is intended to be tax free for Cole stockholders, except with respect to cash received. ARCP will increase its annualized dividend $0.06 to $1.00 per share upon the close of the merger.Further, in connection with the closing of the merger, two of Cole's existing independent directors will become additional independent directors of ARCP, subject to approval by ARCP's current board.
American Realty Capital Properties And Cole Real Estate Investments Merge To Create World's Largest Net Lease REIT With Enterprise Value Of $21.5 Billion
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