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Cole Real Estate Investments, Inc. To Merge With American Realty Capital Properties, Inc. For 1.0929 Shares Of American Realty Or $13.82 Cash Per Share

SAN DIEGO and PHOENIX, Oct. 23, 2013 /PRNewswire/ --  Shareholder rights attorneys at Robbins Arroyo LLP are investigating the merger of Cole Real Estate Investments, Inc. (NYSE: COLE) with American Realty Capital Properties, Inc. (NASDAQ: ARCP).  


Learn more about our investigation on our Shareholder Rights Blog:

On October 23, 2013, Cole and American Realty jointly announced the signing of a definitive merger agreement under which American Realty will acquire Cole in a transaction pursuant to which shareholders will choose whether to receive 1.0929 shares of American Realty stock or $13.82 in cash per share.  The transaction is expected to close in the first half of 2014.  

Is the Merger Best for Cole and Its Shareholders?

Robbins Arroyo LLP's investigation focuses on whether the board of directors at Cole is undertaking a fair process to obtain maximum value and adequately compensate Cole shareholders in the merger.  As an initial matter, there is at least one analyst with a target of $15, which is above the offer price.

Moreover, Cole is currently experiencing success and growth in its business prospects, as indicated in its August 5, 2013 press release announcing the company's financial results for its second quarter ending June 30, 2013.  In particular, Cole reported:

  • a 91% increase in consolidated revenue for the quarter;
  • a 40% increase in Consolidated Normalized EBITDA for the quarter; and
  • a 26% net income increase.

In announcing these results, Marc Nemer, chief executive officer of Cole, stated: "We are one of the largest publicly-traded REITs in the net-lease sector and we believe we are well positioned to generate continued growth and returns for our shareholders."  Notably, Nemer and Christopher H. Cole, executive chairman of the board of directors, have entered into an agreement with American Realty relating to their separation from Cole in connection with the transaction and to which they are entitled pursuant to their respective employment agreements. 

Given these facts, Robbins Arroyo LLP is examining Cole's board of directors' decision to sell the company to American Realty now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects, and whether they are seeking to benefit themselves.  

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