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Filed pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Commercial Net Lease Realty, Inc.
Commission File No.: 0-12989
Commercial Net Lease Realty, Inc. distributed the following press
release on July 2, 2001.
NEWS RELEASE
For information contact:
Kevin B. Habicht
Chief Financial Officer
(407) 265-7348 For Immediate Release
July 2, 2001
COMMERCIAL NET LEASE REALTY, INC.
AGREES TO ACQUIRE CAPTEC NET LEASE REALTY, INC.
ORLANDO, FLORIDA, JULY 2, 2001 - Commercial Net Lease Realty, Inc. (NYSE:NNN)
announced today that it has agreed to acquire Captec Net Lease Realty, Inc.
(Nasdaq:CRRR), a publicly traded real estate investment trust, which owns 136
freestanding, net lease properties located in 28 states.
Captec shareholders will receive approximately $12.1 million in cash, 4.35
million newly issued Commercial Net Lease Realty common shares and two million
newly issued shares of Commercial Net Lease Realty's 9% Class A Preferred
Stock.
Following the merger, Commercial Net Lease Realty will own, either directly or
through investment interests, 377 properties in 40 states with total gross
leasable area of approximately 7 million square feet. These properties are
leased to 96 retailers in 26 lines of trade.
"The Captec portfolio presents an excellent opportunity for Commercial Net
Lease Realty," commented Gary Ralston, President and Chief Operating Officer.
"This transaction reflects a continuation of our investment focus on high
quality, freestanding retail properties subject to long-term, net leases with
major retail tenants and will be executed on a leverage neutral basis. These
properties will provide additional geographic and retail concept
diversification. We expect the transaction to generate meaningful efficiencies
and to be immediately accretive to Commercial Net Lease Realty's funds from
operations. In addition, the transaction will enhance Commercial Net Lease
Realty's liquidity, presence and visibility with investors and tenants and
will position Commercial Net Lease Realty as a leading net lease retail
company."
The merger, which has been unanimously approved by each company's Board of
Directors, is subject to the approval of
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Captec's shareholders. The merger does not require Commercial Net Lease Realty
shareholder approval and is subject to customary closing conditions. First
Union Securities, Inc. served as financial advisor to Commercial Net Lease
Realty and provided a fairness opinion in connection with the transaction.
Commercial Net Lease Realty, an equity real estate investment trust, invests
in high-quality, freestanding retail properties subject to long-term, net
leases with major retail tenants, such as Barnes & Noble, Best Buy, Eckerd and
OfficeMax. The Company currently owns, either directly or through investment
interests, 241 properties in 36 states with total gross leasable area of
approximately 6.0 million square feet. These properties are leased to 56
retailers in 24 retail lines of trade.
Management will hold a conference call on July 2, 2001 at 2:00 pm EDT to
review this transaction. The call can be accessed on the Company's web site
live at http://www.cnlreit.com. For those unable to listen to the live
broadcast, a replay will be available on the Company's web site.
Safe Harbor Statement
Statements in this press release, which are not strictly historical, are
"forward -looking" statements. Forward-looking statements involve known and
unknown risks, which may cause the Company's actual results in the future to
differ materially from expected results. These risks include, among others,
general economic conditions, local real estate conditions, construction delays
or other delays, and the availability of capital to finance planned growth, as
described in the Company's filings with the Securities and Exchange
Commission. Consequently, such forward-looking statements should be regarded
solely as reflections of the Company's current operating and development plans
and estimates. Actual operating results may differ materially from what is
expressed or forecast in this press release.
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Investors and security holders of both the Commercial Net Lease Realty, Inc.
and Captec Net Lease Realty, Inc. are advised to read the proxy
statement/prospectus regarding the business combination transaction referred
to in the press release, when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by both companies. Investors and security
holders may obtain a free copy of the proxy statement/prospectus and other
documents filed by the companies at the Securities and Exchange Commission's
web site at http://www.sec.gov. The proxy statement/prospectus and such other
documents may also be obtained from both companies by directing such requests
to the companies. Captec Net Lease Realty, Inc. and its officers and directors
may be deemed to be participants in the solicitation of proxies from
stockholders of Captec Net Lease Realty, Inc. with respect to the proposed
merger. Information regarding such officers and directors is included in
Captec Net Lease Realty's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed with the Securities and Exchange Commission. This
document is available free of charge at the Securities and Exchange
Commission's web site at http://www.sec.gov and from Captec Net Lease Realty,
Inc.
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