Spirit Finance: active solicitation period ends in planned merger with Macquarie Bank-led consortium

By Lisa Kerner

Charlotte, N.C., April 11 - Spirit Finance Corp. said its financial advisers, Citigroup Corporate & Investment Banking and Wachovia Securities, have completed the 28-day active solicitation process as part of the company's March 13 merger agreement with a consortium of investors led by Macquarie Bank Ltd. and Kaupthing Bank hf.

No superior proposals were received and no party has indicated that it intends to make a superior proposal, according to a company news release. However, the merger agreement permits consideration of unsolicited written alternative proposals received before the stockholders' meeting to consider and vote on the merger.

Spirit's board has unanimously approved the agreement and recommends that its shareholders vote in favor of the transaction. The Scottsdale, Ariz., real estate investment trust plans to pay its regular quarterly common share dividend for the quarter ended March 31 and will continue to pay quarterly dividends on a pro-rata basis until the transaction is completed.

The consortium will acquire Spirit for $14.50 per share in a cash transaction valued at $3.5 billion and slated to close by the end of the third quarter of 2007.

In addition, the consortium agreed to purchase 6.15 million newly issued shares of Spirit Finance common stock at $12.99 per share. Spirit Finance said previously that proceeds from the private placement will be used to fund real estate-related activities in the ordinary course of its business.

The Macquarie Group, which includes Macquarie Bank, is a diversified provider of specialist financial and investment banking services based in New York.

Kaupthing Bank is a bank based in Iceland.

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