NEW YORK CITY-American Realty Capital Trust Inc. and Realty Income Corp. said Monday they’ve signed an amendment to their $2.95-billion merger agreement, with the Encino, CA-based Realty Income adding a one-time cash payment of 35 cents per share to the stock swap that’s already part of the deal. The announcement, which Realty Income describes as its best and final offer to ARCT stockholders, comes a few days after ARCT management reaffirmed their support of the merger, first announced this past September.
In a statement, Nicholas Schorsch, ARCT chairman, says his company’s board is “confident that this increased offer from Realty Income not only achieves the highest attainable value for our stockholders, but also allows them to participate in the potential upside of the combined company. The $0.35 per share cash payment will provide ARCT stockholders with an immediate increase in transaction value of approximately $55.5 million, and the Realty Income dividend increase will enhance the income stream for ARCT stockholders as the combined company continues to grow.”
Last week, ARCT issued a statement endorsing the recommendation of Egan-Jones that ARCT stockholders vote in favor of the merger; a vote is slated for Jan. 16. “Realty Income represents the ideal strategic buyer for ARCT given its business focus, size and scale, investment grade balance sheet, low cost of capital and share liquidity,” according to the statement.
It cites Realty Income’s “experienced management team” and “successful track record of driving dividend growth and producing enhanced stockholder returns. Since 1970, Realty Income has paid 509 consecutive monthly dividends and has increased its monthly dividend 69 times since listing on the NYSE in 1994. Importantly, ARCT stockholders will become owners of the best performing net lease REIT.”
In last week’s statement, Schorsch and ARCT CEO William M. Kahane said that if the merger is not ratified, the company’s management team “will continue to operate and grow the company consistent with our established operating, investment and capitalization strategies.”