Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the District of Arizona, case no. 2:13-cv-02361-DGC, on behalf of all shareholders of Cole Real Estate Investments, Inc. (“Cole Real Estate” or the “Company”) (NYSE:COLE) who held common stock on or before October 23, 2013, the day the Company agreed to be acquired, in connection with the proposed acquisition of the Company by American Realty Capital Properties, Inc. and Clark Acquisition, LLC (collectively, “ARCP”).
If you wish to obtain information concerning this action or view a copy of the complaint, you can do so by clicking here:
The complaint charges Cole Real Estate, its board of directors (the “Board”), and ARCP with violations of the Securities Exchange Act of 1934 (the “Exchange Act”) and breaches of fiduciary duties under state law.
On October 23, 2013, Cole Real Estate announced a definitive Agreement and Plan of Merger (the “Merger Agreement”) under which ARCP will acquire all outstanding shares of stock of Cole Real Estate (the “Proposed Transaction”). Pursuant to the Proposed Transaction, Cole Real Estate’s stockholders have the option of receiving 1.0929 shares of ARCP common stock or $13.82 in cash for each share of Cole Real Estate common stock they currently own, subject to proration if elections for cash exceed 20% of the Company’s outstanding shares. The total value of the Proposed Transaction is approximately $11.2 billion.
Further, in an attempt to secure shareholder support for the Proposed Transaction, on November 5, 2013, Cole Real Estate and ARCP filed a Form S-4 Registration Statement (the “Registration Statement”) with the SEC. The Registration Statement fails to disclose, in violation of both the Board’s duty of candor under state law and Section 14(a) and 20(a) of the Exchange Act, information that is material to the impending decision of Cole Real Estate shareholders whether or not to tender their shares in the Proposed Transaction and/or whether to seek appraisal for their shares.