Brower Piven Announces Class Action Lawsuit in Connection With Claims of Breaches of Fiduciary Duty by the Board of CapLease,...
18 Junho 2013 - 3:55PM
Business Wire
The securities litigation firm of Brower Piven, A Professional
Corporation, announces that a class action lawsuit has been
commenced in the New York Supreme Court for New York County, on
behalf of all common stockholders of CapLease, Inc. (“CapLease” or
the “Company”) (NYSE: LSE).
According to the complaint, under the terms of the proposed
transaction, American Realty Capital Properties, Inc. (“American
Realty”) would acquire the outstanding shares of CapLease for a
value of $8.50 per share in cash. As set forth in the complaint,
the proposed buyout consideration is woefully inadequate and falls
short of at least one analyst’s price target of $9.00 per share.
The claims concern, among other things, whether the proposed
consideration to be paid to CapLease shareholders is unfair,
inadequate, and substantially below the fair or inherent value of
CapLease.
The complaint alleges that the proposed buyout will entitle the
directors of the Company to hundreds of thousands of dollars in
lump sum cash payments and that the directors of the Company have
entered into a voting agreement pursuant to which they have already
agreed to vote in favor of the proposed buyout. According to the
complaint, following a change in control, as contemplated by the
merger, CapLease’s CEO will receive a cash payment equal to three
times his base salary, three times his average annual bonus, and a
pro rata portion of his highest annual bonus for the prior three
calendar years, as well as immediate vesting of all his restricted
stock awards. The complaint further alleges that the provisions of
the proposed buyout constrain CapLease’s ability to solicit or
communicate with other potential acquirers or consider their
proposals, as well as other deal protection devices that make an
alternative transaction either prohibitively expensive or otherwise
impossible. As detailed in the Complaint, the merger agreement
contains a termination fee that exposes CapLease to a potential
payment of $21 million plus a $4 million expense reimbursement to
American Realty.
If you currently own common stock of CapLease and would like to
learn more about the lawsuit filed against CapLease, you may email
or call Brower Piven, who will, without obligation or cost to you,
attempt to answer your questions. You may contact Brower Piven by
email at hoffman@browerpiven.com, by calling (410) 415-6616, or at
Brower Piven, A Professional Corporation, 1925 Old Valley Road,
Stevenson, Maryland 21153. Attorneys at Brower Piven have combined
experience litigating securities and other class action cases of
over 60 years.
Brower Piven, A Professional CorporationStevenson,
MarylandCharles J. Piven, 410-415-6616hoffman@browerpiven.com
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