GNL's Board has Refused to Commit to Important Governance
Enhancements Unless Shareholders Approve the Proposed
Merger
NEW YORK, July 20, 2023 /PRNewswire/ -- Orange Capital
Ventures, LP ("Orange Capital"), a New
York-based investment firm, today issued the following
statement outlining its serious concerns about what it believes are
blatantly coercive tactics employed by the Global Net Lease, Inc.
(NYSE: GNL) ("GNL" or the "Company") Board of Directors (the
"Board") regarding the proposed merger (the "Merger") with
Necessity Retail REIT (Nasdaq: RTL) ("RTL").
We are alarmed that to date the Board has failed
to commit to enacting its own proposed governance enhancements
absent shareholders approving what we believe will be a highly
contested vote on the proposed merger with RTL. It is our judgement
that the Board is deploying coercive tactics in an attempt to force
long-suffering GNL shareholders to approve the Merger to gain
access to much-needed and long-overdue governance reform.
Even GNL's Chair of the Board has been publicly
enthusiastic about the proposed governance changes, stating "GNL
Post-closing's enhanced corporate governance is highlighted by a
majority-independent, declassified Board, as well as other
enhancements that we are proud to institute."
To our knowledge, if and only if GNL
shareholders approve the Merger, upon closing the Board has
committed to enact certain governance improvements, including:
declassify the Board so that seven of the nine directors would
stand for election to annual terms at the 2024 annual meeting of
stockholders, opt out of the Maryland Unsolicited Takeover Act,
repeal the Company's Stockholder's Rights Plan (Poison Pill), and
amend the bylaws to delete the requirement that up to two Board
members be "managing directors."
Orange Capital strongly believes there are far
better value creating alternatives for shareholders than the
Merger, and that GNL shareholders should be afforded the
opportunity to vote on the Merger based solely on the strategic
merits of the combination with RTL.
Orange Capital believes the Board should have
made these governance changes long before the announcement of the
Merger instead of using the promise of better corporate governance
practices as leverage in what we believe will be a highly contested
vote. Given these coercive actions, along with the enrichment of
Blackwells Capital in its settlement agreement in June, we believe
the Board anticipates significant shareholder challenges to the
Merger as well.
Once again, we call on the Board to publicly
commit to making these governance changes – regardless of the
outcome of the Merger vote.
Orange Capital delivered a formal inquiry to the Board on
July 14, 2023 seeking clarity on its
commitment to governance reform regardless of the outcome of the
Merger vote, to which the Board has failed to respond. The full
text of the letter can be found here.
Orange Capital is being advised by LDG Advisory, LLC and
represented by Norton Rose Fulbright LLP.
About Orange Capital
Orange Capital Ventures GP, LP is a New York based investment manager in private
and public equity and debt. Orange Capital LLC was founded in 2004.
Mr. Daniel Lewis is the founder and
Managing Partner.
Contacts:
Daniel Lewis
GNL.OrangeCap@gmail.com
Media Contacts
ASC Advisors
Steve Bruce / Taylor Ingraham
sbruce@ascadvisors.com / tingraham@ascadvisors.com
203 992 1230
View original
content:https://www.prnewswire.com/news-releases/orange-capital-outlines-strong-arm-tactics-deployed-by-global-net-lease-inc-board-regarding-the-proposed-merger-with-necessity-retail-reit-301882121.html
SOURCE Orange Capital Ventures, LP