NEW
YORK, June 29, 2023 /PRNewswire/ -- Global Net
Lease, Inc. ("GNL" or "the Company") (NYSE: GNL/ GNL PRA / GNL PRB)
announced today that it held its Annual Meeting of shareholders.
Preliminary results indicate that shareholders reelected
Edward M. Weil, Jr. and James L. Nelson to the Company's Board of
Directors. Additionally, shareholders voted to ratify the selection
of PricewaterhouseCoopers LLP as GNL's independent registered
accounting firm to audit our financial statements for 2023.
"We thank our shareholders for their belief in the leadership of
GNL, as demonstrated by the votes of over 85% of outstanding shares
at today's meeting and favorable votes for directors that far
outpaced last year as a percentage of outstanding shares," said
James Nelson, CEO of GNL. "We
believe the outstanding participation rate reflects shareholder's
confidence with the positioning of the Company going forward,
including the enhanced corporate governance and internalization of
management that we previously announced in connection with the
merger with the Necessity Retail REIT."
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 Global Net Lease, Inc.
Global Net Lease, Inc. (NYSE: GNL) is a publicly traded real
estate investment trust listed on the NYSE focused on acquiring a
diversified global portfolio of commercial properties, with an
emphasis on sale-leaseback transactions involving single tenant,
mission critical income producing net-leased assets across
the United States, Western and
Northern Europe. Additional
information about GNL can be found on its website
at www.globalnetlease.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 REIT Merger
and the Internalization as described in this communication, as well
as the potential success that the Company may have in executing the
REIT Merger and Internalization, are also forward-looking
statements. There are a number of risks, uncertainties and other
important factors that could cause the Company's actual results, or
the Company's actual results after making adjustments to give
effect to the REIT Merger and the Internalization, to differ
materially from those contemplated by such forward-looking
statements, including but not limited to: (i) the Company's ability
to complete the proposed REIT Merger and Internalization 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 transaction, (ii) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement relating to the proposed
transactions, (iii) ability of the Company to obtain lender consent
to amend its Second Amended and Restated Credit Facility or any
other loan agreement of the Company, if at all, or on terms
favorable to the Company, (iv) risks related to the potential
repeal of the Company's Shareholder's Rights Plan; (v) risks
related to the decrease in the beneficial ownership requirements of
the Company's applicable classes and series of stock; (vi) risks
related to diverting the attention of the Company's management from
ongoing business operations, (vii) failure to realize the expected
benefits of the proposed transactions, (viii) significant
transaction costs or unknown or inestimable liabilities, (ix) the
risk of shareholder litigation in connection with the proposed
transaction, including resulting expense or delay, (x) the risk
that RTL's business will not be integrated successfully or that
such integration may be more difficult, time-consuming or costly
than expected, (xi) risks related to future opportunities and plans
for the Company post-closing, including the uncertainty of expected
future financial performance and results of the Company
post-closing following completion of the proposed transactions,
(xii) the effect of the announcement of the proposed transaction on
the ability of the Company and RTL to operate their respective
businesses and retain and hire key personnel and to maintain
favorable business relationships, (xiii) the effect of any
downgrade of the Company's or RTL's corporate rating or to any of
their respective debt or equity securities including the
outstanding notes under the RTL Indenture; (xiv) risks related to
the market value of the GNL Common Stock to be issued in the
proposed transactions; (xv) other risks related to the completion
of the proposed transactions, (xvi) potential adverse effects of
the ongoing global COVID-19 pandemic, including actions taken to
contain or treat the COVID-19, on the Company, the Company's
tenants and the global economy and financial market, (xvii) the
risk that one or more parties to the 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 Securities and
Exchange Commission (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, the Company
intends to file with the SEC a registration statement on Form S-4,
which will include a document that serves as a prospectus of the
Company and a joint proxy statement of the Company and RTL. Each
party also plans to file other relevant documents with the SEC
regarding the proposed transactions. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. A definitive joint proxy statement/prospectus will be
sent to the Company's stockholders and RTL's stockholders.
Investors and securityholders may obtain a free copy of the joint
proxy statement/prospectus (if and when it becomes available) and
other relevant documents filed by the Company and RTL with the SEC
at the SEC's website at www.sec.gov. Copies of the documents filed
by the Company with the SEC will be available free of charge on the
Company's website at www.globalnetlease.com or by contacting the
Company's Investor Relations at
investorrelations@globalnetlease.com. Copies of the documents filed
by RTL with the SEC will be available free of charge on RTL's
website at www.necessityretailreit.com or by contacting RTL's
Investor Relations at ir@rtlreit.com.
Additional Information About the Annual Meeting and Where to
Find It
The Company has filed a definitive proxy statement on Schedule
14A, an accompanying GOLD proxy card and other relevant documents
with the SEC in connection with such solicitation of proxies from
the Company's stockholders for the Company's 2023 annual meeting of
stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED
TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain a copy of the definitive
proxy statement, an accompanying proxy card, any amendments or
supplements to the definitive proxy statement and other documents
filed by the Company with the SEC at no charge at the SEC's website
at www.sec.gov. Copies will also be available at no charge by
clicking the "SEC Filings" link in the "Filings and Financials"
section of the Company's website, www.globalnetlease.com, or by
contacting investorrelations@globalnetlease.com as soon as
reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC.
Participants in the Proxy Solicitation
The Company, GNL OP, Advisor Parent and GNL Advisor, and their
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 directors and executive officers of the Company
is available in its proxy statement for its 2023 Annual Meeting,
which was filed with the SEC on April 10,
2023, as supplemented or amended from time to time. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint
proxy statement/prospectus and other relevant materials filed with
the SEC regarding the proposed transactions when they become
available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. Investors may obtain
free copies of these documents from the Company as indicated
above.
Contacts:
Investors and Media:
Email:
investorrelations@globalnetlease.com
Phone: (212) 415-6510
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SOURCE Global Net Lease, Inc.