Necessity Retail REIT says ‘Go-Shop’ period expires for proposed GNL merger

The Necessity Retail REIT (RTL) announced the expiration of the 30-day “Go-Shop” period set forth in the previously announced definitive merger agreement with Global Net Lease (GNL). Under the terms of the merger agreement, RTL stockholders will receive 0.670 shares of GNL for each common share of RTL, which represents a total consideration of $7.08 per share based on share prices as of May 23, 2023 and a 35% premium to RTL’s 30-day volume-weighted average price for the 30 days prior to May 23, 2023. During the Go-Shop, at the direction of the Special Committee, representatives of Truist Securities, the financial advisor to the Special Committee, actively solicited over 70 potentially interested third parties. To date, none of the third parties contacted by the company or its financial advisors, or any other third parties, have made a superior acquisition proposal following the execution of the merger agreement. Upon expiration of the Go-Shop period, the company became subject to the “no-shop” provisions contained in the merger agreement limiting the company’s ability to negotiate acquisition proposals with, or provide non-public information to, third parties, subject to exceptions specified in the merger agreement. The transaction is anticipated to close in the third quarter of 2023, subject to approval by the company’s stockholders, GNL’s stockholders and the satisfaction of other customary closing conditions.