Offering little explanation, Agree released a statement lateTuesday stating: "The board has concluded that continuing toimplement the company's business plan will provide the bestlong-term value to its stockholders and has informed Compson thatthe company is not for sale."

Principals of Compson Holding Corp. own approximately 3.1% ofthe outstanding shares of Agree Realty Corp. In a letter dated May10, Compson president Michael Comparato said for more than threemonths his company had been performing legal and due diligenceleading to the initialoffer of $34.50 per share, then $36 per share, which wererefused. Calling it the company's "best and final offer,"Comparato's company most recently proposed$38.75 per share, or $396 million, to buy out Agree.

Comparato said the offers were made to maximize shareholdervalue. "Due to the relatively low trading volume of the stock, ouroffer presents an extraordinary opportunity for large shareholdersof ADC to monetize their shares without materially impacting thestock price, as would happen if they attempted to sell their shareson the open market," he wrote in the May 10 letter.