Preliminary Results Indicate Stockholders
Approved Merger and Internalization with GNL
Transaction Expected to Close on September 12, 2023
NEW
YORK, Sept. 8, 2023 /PRNewswire/ -- The
Necessity Retail REIT, Inc. (Nasdaq: RTL/ RTLPP / RTLPO) ("RTL" or
"the Company") announced today that it held a previously announced
Special Meeting of Stockholders. Preliminary results indicate that
stockholders approved all three proposals, including the merger of
RTL and Global Net Lease, Inc. (NYSE:GNL). As a result, subject to
the satisfaction or waiver of all closing conditions, the merger
with GNL is expected to close on September
12, 2023.
Final voting results are subject to verification by the
independent inspector of election and will be reported on a Current
Report on Form 8-K to be filed with the U.S. Securities and
Exchange Commission within four business days.
About The Necessity Retail REIT Where America
Shops
The Necessity Retail REIT, Inc. (Nasdaq: RTL) is a publicly
traded real estate investment trust listed on the Nasdaq focused on
acquiring and managing a diversified portfolio of primarily
service-oriented and traditional retail and distribution related
commercial real estate properties in the U.S. Additional
information about RTL can be found on its website at
www.necessityretailreit.com.
Forward-Looking Statements
The statements in this communication that are not historical
facts may be forward-looking statements. These forward- looking
statements involve risks and uncertainties that could cause actual
results or events to be materially different. In addition, words
such as "may," "will," "seeks," "anticipates," "believes,"
"estimates," expects," "plans," "intends," "would," or similar
expressions indicate a forward-looking statement, although not all
forward-looking statements contain these identifying words. Any
statements referring to the future value of an investment in the
Company, including the adjustments giving effect to the Company
merging with and into Osmosis Sub I, LLC, with Osmosis Sub I
continuing as the surviving entity and wholly-owned subsidiary of
GNL (the "REIT Merger") and GNL and the Company becoming internally
managed (the "Internalization Merger") as described in this
communication, as well as the potential success that the Company
may have in executing the REIT Merger and Internalization Merger,
are also forward-looking statements. There are a number of risks,
uncertainties and other important factors that could cause the
Company's actual or anticipated results to differ materially from
those contemplated by such forward-looking statements, including
but not limited to: (i) the Company's ability to complete the REIT
Merger and Internalization Merger on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary stockholder approvals and
satisfaction of other closing conditions to consummate the proposed
transactions, (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Internalization Merger Agreement and REIT Merger Agreement, each
dated as of May 23, 2023 relating to
the proposed transactions, (iii) the Company's ability to obtain
consents of applicable counterparties to certain of its lending
agreements identified in the REIT Merger Agreement (iv) failure to
realize the expected benefits of the REIT Merger and the
Internalization Merger, (v) significant transaction costs or
unknown or inestimable liabilities, (vi) risks related to diverting
the attention of the Company's management from ongoing business
operations, (vii) the risk of shareholder litigation in connection
with the proposed transaction, including resulting expense or
delay, (viii) the risk that the Company's business will not be
integrated successfully or that such integration may be more
difficult, time- consuming or costly than expected, (ix) risks
related to the market value of the GNL's common stock to be issued
in the proposed transactions, (x) potential adverse effects of the
ongoing global COVID-19 pandemic, including actions taken to
contain or treat COVID-19, on the Company, the Company's tenants
and the global economy and financial market and (xi) the risk that
one or more parties to the REIT Merger Agreement may not fulfil its
obligations under the agreement, as well as the additional risks,
uncertainties and other important factors set forth in the "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of the Company's
Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on
February 23, 2023, and all other
filings with the SEC after that date, as such risks, uncertainties
and other important factors may be updated from time to time in the
Company's subsequent reports. Further, forward-looking statements
speak only as of the date they are made, and Company undertakes no
obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time, except as
required by law.
Additional Information About the REIT Merger and
Internalization and Where to Find It
In connection with the proposed transactions, on July 6, 2023, GNL filed with the SEC a
registration statement on Form S-4 (as amended on July 17, 2023), which includes a document that
serves as a prospectus of GNL and a joint proxy statement of GNL
and the Company (the "joint proxy statement/prospectus"). Each
party also plans to file other relevant documents with the SEC
regarding the proposed transactions. The Form S-4 became effective
on July 18, 2023. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. The Company commenced mailing the definitive joint
proxy statement/prospectus to stockholders on or about July 19, 2023. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus and
other relevant documents filed by the Company with the SEC at the
SEC's website at www.sec.gov. Copies of the documents filed by the
Company with the SEC are available free of charge on the Company's
website at www.necessityretailreit.com or by contacting the
Company's Investor Relations at ir@rtlreit.com.
Participants in the Proxy Solicitation
The Company and its respective directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transactions. Information about the directors and
executive officers of the Company is available in the proxy
statement for its 2023 Annual Meeting, as incorporated by reference
in the joint proxy statement/prospectus. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the joint proxy
statement/prospectus and other relevant materials filed with the
SEC regarding the proposed transactions. Investors should read the
joint proxy statement/prospectus carefully before making any voting
or investment decisions. Investors may obtain free copies of these
documents from the Company as indicated above.
Contacts:
Investor Relations
ir@rtlreit.com
(866) 902-0063
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SOURCE The Necessity Retail REIT, Inc.
