Both ISS and Glass Lewis recommend GNL shareholders vote AGAINST the proposed value-destructive merger of GNL and RTL
NEW YORK, Sept. 5, 2023 /PRNewswire/ -- Orange Capital Ventures, LP ("Orange Capital"), a New York-based investment firm, today announced its continued opposition to the proposed merger of Global Net Lease, Inc. (NYSE: GNL) ("GNL" or the "Company") and the Necessity Retail REIT, Inc. (Nasdaq: RTL) ("RTL") (the "Merger"). We believe the merger not only lacks substantial financial or strategic value but also erodes shareholder value in both the near and long term.
Today's statement by GNL, asserting that the internalization consideration falls within the range of values observed in previous transactions, omits CRITICAL facts about GNL's Advisory Agreement (the "Advisory Agreement") governing the external management relationship between GNL and AR Global, including:
The following are our questions for management on today's call in regard to the cost of internalization:
Some of our other questions about the Merger include:
We are pleased that BOTH ISS and Glass Lewis share our views that the proposed Merger is the result of the GNL Board's flawed sale process, resulting in a transaction that we believe was in direct response to the Blackwells proxy contest and one that, as ISS states, "appears to disproportionately favor all other parties involved, at the expense of GNL shareholders." These highly respected shareholder advisory firms recommend shareholders vote AGAINST the proposed Merger at the upcoming special meeting of stockholders, scheduled for September 8, 2023.
Additionally, on June 5, 2023, the GNL Board awarded Blackwells Capital ("Blackwells") $23 million worth of GNL stock and an estimated $5.3 million in expense reimbursement as part of a cooperation agreement (the "Blackwells Cooperation Agreement)". Following the execution of the Blackwells Cooperation Agreement, Blackwells shifted from being a vocal dissident to expressing support for the Merger. Orange Capital believes that this payment to Blackwells by the GNL Board would reduce Blackwells' cost basis by an estimated $5.50 per share, representing a 52% discount to GNL's unaffected stock price. We contend that Blackwells' interests now significantly diverge from those of other GNL shareholders, and therefore, their views should be DISREGARDED.
Orange Capital reiterates its intention to vote AGAINST the Merger. Our detailed presentation outlining why we intend to vote AGAINST the proposed merger can be found here.
Investor ContactsDaniel Lewis, Orange CapitalWalied Soliman, Norton Rose Fulbright LLPGNL.OrangeCap@gmail.com
Media Contacts ASC AdvisorsTaylor Ingraham / Steve Brucetingraham@ascadvisors.com / sbruce@ascadvisors.com 203-992-1230
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SOURCE Orange Capital Ventures, LP