Investors who purchased shares of the American Realty Capital Trust Inc (NASDAQ:ARCT)
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:ARCT investors arising out of the attempt to sell the company too cheaply via an unfair process to Realty Income Corporation.
On September 6, 2012, Realty Income Corporation (NYSE: O) and American Realty Capital Trust, Inc. (NASDAQ: ARCT) announced that they have signed an agreement under which Realty Income Corporation will acquire all of the outstanding shares of American Realty Capital Trust in a transaction valued at approximately $2.95 billion. Under the terms of the agreement, American Realty Capital Trust, Inc. (NASDAQ: ARCT) shareholders will receive a fixed exchange ratio of 0.2874 Realty Income Corporation (NYSE: O) shares for each share of American Realty Capital Trust common stock that they own. Based on Realty Income's closing stock price of $42.48 on September 5, 2012, this consideration would be equivalent to $12.21 per NASDAQ: ARCT share.
However, the plaintiff alleges that the offer by Realty Income Corporation is unfair to NASDAQ:ARCT stockholders and undervalues the company. Indeed, at least one analyst has set the high target price for NASDAQ:ARCT shares at $13.00 per share. Furthermore, American Realty Capital Trust’s financial performance improved lately. It reported that its annual Revenue skyrocketed from $5.55 million in 2008 to $129.12 million in 2011. Shares of American Realty Capital Trust Inc (NASDAQ:ARCT)
Furthermore, so the plaintiff, the takeover process is unfair to NASDAQ:ARCT stockholders as well. In fact, the proposed transaction includes deal protection devices, such as a $51million termination fee provision and a no solicitation provision that effectively guarantee that no higher bidder will emerge.
Those who are current investors in American Realty Capital Trust Inc (NASDAQ:ARCT)