Not so fast, American Realty Capital, Cole REIT board says

Takeover target is considering offer despite claims to the contrary from ARCP chief Schorsch

Apr 3, 2013 @ 1:31 pm

By Dan Jamieson

REIT, mergers & acquisitions, nontraded REIT
+ Zoom

The board of the Cole III REIT fired back today over the latest charges by American Realty Capital Properties Inc. that the REIT is ignoring its takeover offer.

One day after being blasted by ARCP chief executive Nicholas Schorsch for being unresponsive to his latest overtures, the Cole Credit Property Trust III board said it planned to consider the second revised proposal, and that Mr. Schorsch didn't have his facts straight.

The Cole board members said a representative had held “a lengthy conference call” with ARCP on March 29, with Cole advisers following up March 31 and again April 1.

On Tuesday, ARCP management blasted the Cole III board for not responding to its unsolicited takeover offer. In a letter to the REIT's board, Mr. Schorsch claimed Cole had been unresponsive to his company's overtures.

“We worked all through the weekend to deliver more information,” Mr. Schorsch told InvestmentNews. “It seems to us, from the behavior we're seeing, that the board is really focused on completing [an internal] Cole merger … without a shareholder vote.”

Last month, Cole III proposed a merger with its management company, Cole Holdings Corp., an event that triggered the series of revised offers from ARCP.

In their statement Wednesday, Cole board members said the REIT remains committed to its plan to acquire Cole Holdings Corp.

ARCP on Tuesday also said it would consider sweetening its latest bid for the property trust giant. The improved offer would increase the cash portion of its bid for the nontraded REIT and its management company to 60%, from 20%.

“By giving a bigger pool of cash, it gives the board of the company knowledge that more cash is available for the investor,” Mr. Schorsch said. “It makes it more reliable” as a takeover offer.

Last week, ARCP raised its initial bid for the Cole III REIT shares, upping the ante to no less than $13.59 a share in stock or $12.50 a share in cash. ARC's opening offer — $12 in cash and stock — was rejected by the REIT's board last month.

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