During a conference call today, executives at both companies said it expects the deal to close by the fourth quarter. There is a $25-million breakup fee.

Under the agreement, each share of Newkirk common stock will be exchanged for 0.80 common shares of Lexington, which exchange ratio will not be subject to adjustment. Following the merger, Newkirk shareholders and unitholders will own approximately 46.8% and Lexington shareholders and unitholders will own approximately 53.2% of the combined company assuming no conversion of Lexington's Series C Cumulative Convertible Preferred Stock. Each company shall pay pro-rata dividends through the date of closing.

In addition, prior to the closing, Lexington anticipates making a one-time cash distribution of $0.17 per share to Lexington shareholders and unitholders. The transaction is structured to qualify as a tax-free merger.

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