Global Net Lease (GNL) has continued to defend its proposed merger with Necessity Retail REIT (RTL) but Orange Capital Ventures is still convinced the transaction shortchanges independent shareholders and provides a financial boon to the REIT’s manager, AR Global.

GNL said on Tuesday that the planned combination with Necessity Retail will bring about governance improvements, including the elimination of its poison pill, and financial benefits such as a boost to adjusted funds from operations (AFFO). The combined entity would also feature reduced net debt to annualized adjusted earnings.

GNL also referred to the management internalization plan under the merger agreement – one of the main arguments Orange Capital has been using in recent months during its campaign against the tie-up.

In a statement, Orange Capital noted that although AR Global is set to lose its advisory contracts with the two REITs, the internalization would cost GNL shareholders $375 million in cash and stock. By comparison, if GNL sells to an independent third party, AR Global would only be entitled to about $83 million, the dissident said.

Despite GNL’s arguments, proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis have recommended a vote against the deal at the upcoming September 8 meeting.

GNL said on Tuesday that ISS amended its report to acknowledge that the internalization payment is within the range of values observed in precedent similar transactions, although the firm maintained its verdict.

However, the combination also has its backers. Activist fund Blackwells Capital is one of them, stating on Tuesday that the merger could save the combined entity ‘‘more than $75 million annually and give shareholders best-in-class corporate governance, tremendous scale, synergies, AFFO accretion, debt reduction and diversification.’’

Blackwells, which started to push for changes at GNL and RTL last year, initially lambasted the deal. The activist fund changed its stance to support it after striking a truce with the two REITs. However, Orange Capital sees Blackwells’ position on the merger as conflicted, noting that the activist was awarded $23 million worth of Global Net Lease stock and $5.3 million to cover proxy costs under the cooperation agreement inked in June.