Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today
that it has completed its previously announced acquisition of
Nationwide Health Properties, Inc. (NYSE: NHP) (“NHP”) in a
stock-for-stock transaction, creating one of the largest
publicly-traded REITs and the leading healthcare REIT by equity
value.
“With the completion of the NHP acquisition, Ventas is a $23
billion enterprise poised to thrive in the dynamic and growing
healthcare real estate space,” Ventas Chairman and Chief Executive
Officer Debra A. Cafaro said. “Ventas owns a highly diversified and
productive portfolio supported by powerful demographic demand. With
70 percent of our net operating income derived from private pay
sources, a strong and flexible investment grade balance sheet and a
powerful combined investment platform, Ventas is uniquely
positioned to compete for a broad spectrum of seniors housing and
healthcare real estate opportunities. We are confident that the NHP
acquisition will benefit Ventas’s shareholders, bondholders and
customers as we seek to deliver another decade of excellence.
“NHP has a rich and successful 25 year history and we are
delighted that three NHP directors have joined the Ventas Board:
Douglas M. Pasquale, NHP’s Chairman and Chief Executive Officer,
Richard I. Gilchrist, and Robert D. Paulson, NHP’s Lead Independent
Director. I look forward to working with Doug as a Senior Advisor
to ensure a successful transition, and am pleased to welcome our
new colleagues as we continue to enhance value for all
stakeholders,” Cafaro added.
Ventas has previously stated that the NHP acquisition will be
accretive to 2011 earnings. The Company expects to provide detailed
financial projections for the year when it reports results for the
second quarter of 2011.
The Company also announced that shareholders of both companies
overwhelmingly voted in favor of the acquisition and certain
related matters.
At a special meeting of Ventas shareholders held today in
Chicago, more than 99.8 percent of the votes cast – representing
approximately 87.7 percent of Ventas’s shares outstanding – voted
to approve the issuance of additional shares of Ventas common stock
to NHP shareholders in connection with the acquisition.
At a special meeting of NHP shareholders held today in Newport
Beach, approximately 98.9 percent of the votes cast – representing
approximately 84.7 percent of NHP’s shares outstanding – voted to
adopt the merger agreement and approve the acquisition of NHP by
Ventas.
Effective today, shares of NHP common stock will no longer be
traded on the New York Stock Exchange.
Ventas, Inc., an S&P 500 company, is a leading healthcare
real estate investment trust. Its diverse portfolio of more than
1,300 assets in 47 states (including the District of Columbia) and
two Canadian provinces consists of seniors housing communities,
skilled nursing facilities, hospitals, medical office buildings and
other properties. Through its Lillibridge subsidiary, Ventas
provides management, leasing, marketing, facility development and
advisory services to highly rated hospitals and health systems
throughout the United States.
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements regarding the Company’s or its tenants’,
operators’, managers’ or borrowers’ expected future financial
position, results of operations, cash flows, funds from operations,
dividends and dividend plans, financing plans, business strategy,
budgets, projected costs, operating metrics, capital expenditures,
competitive positions, acquisitions, investment opportunities,
dispositions, merger integration, growth opportunities, expected
lease income, continued qualification as a real estate investment
trust (“REIT”), plans and objectives of management for future
operations and statements that include words such as “anticipate,”
“if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,”
“could,” “should,” “will” and other similar expressions are
forward-looking statements. Such forward-looking statements are
inherently uncertain, and security holders must recognize that
actual results may differ from the Company’s expectations. The
Company does not undertake a duty to update such forward-looking
statements, which speak only as of the date on which they are
made.
The Company’s actual future results and trends may differ
materially depending on a variety of factors discussed in the
Company’s filings with the Securities and Exchange Commission.
These factors include without limitation: (a) the ability and
willingness of the Company’s tenants, operators, borrowers,
managers and other third parties to meet and/or perform their
obligations under their respective contractual arrangements with
the Company, including, in some cases, their obligations to
indemnify, defend and hold harmless the Company from and against
various claims, litigation and liabilities; (b) the ability of the
Company’s tenants, operators, borrowers and managers to maintain
the financial strength and liquidity necessary to satisfy their
respective obligations and liabilities to third parties, including
without limitation obligations under their existing credit
facilities and other indebtedness; (c) the Company’s success in
implementing its business strategy and the Company’s ability to
identify, underwrite, finance, consummate and integrate
diversifying acquisitions or investments, including the NHP
transaction and those in different asset types and outside the
United States; (d) the nature and extent of future competition; (e)
the extent of future or pending healthcare reform and regulation,
including cost containment measures and changes in reimbursement
policies, procedures and rates; (f) increases in the Company’s cost
of borrowing as a result of changes in interest rates and other
factors; (g) the ability of the Company’s operators and managers,
as applicable, to deliver high quality services, to attract and
retain qualified personnel and to attract residents and patients;
(h) changes in general economic conditions and/or economic
conditions in the markets in which the Company may, from time to
time, compete, and the effect of those changes on the Company’s
revenues and its ability to access the capital markets or other
sources of funds; (i) the Company’s ability to pay down, refinance,
restructure and/or extend its indebtedness as it becomes due; (j)
the Company’s ability and willingness to maintain its qualification
as a REIT due to economic, market, legal, tax or other
considerations; (k) final determination of the Company’s taxable
net income for the year ended December 31, 2010 and for the year
ending December 31, 2011; (l) the ability and willingness of the
Company’s tenants to renew their leases with the Company upon
expiration of the leases and the Company’s ability to reposition
its properties on the same or better terms in the event such leases
expire and are not renewed by the Company’s tenants or in the event
the Company exercises its right to replace an existing tenant upon
default; (m) risks associated with the Company’s senior living
operating portfolio, such as factors causing volatility in the
Company’s operating income and earnings generated by its
properties, including without limitation national and regional
economic conditions, costs of materials, energy, labor and
services, employee benefit costs, insurance costs and professional
and general liability claims, and the timely delivery of accurate
property-level financial results for those properties; (n) the
movement of U.S. and Canadian exchange rates; (o) year-over-year
changes in the Consumer Price Index and the effect of those changes
on the rent escalators, including the rent escalator for Master
Lease 2 with Kindred, and the Company’s earnings; (p) the Company’s
ability and the ability of its tenants, operators, borrowers and
managers to obtain and maintain adequate liability and other
insurance from reputable and financially stable providers; (q) the
impact of increased operating costs and uninsured professional
liability claims on the liquidity, financial condition and results
of operations of the Company’s tenants, operators, borrowers and
managers, and the ability of the Company’s tenants, operators,
borrowers and managers to accurately estimate the magnitude of
those claims; (r) risks associated with the Company’s MOB portfolio
and operations, including its ability to successfully design,
develop and manage MOBs, to accurately estimate its costs in fixed
fee-for-service projects and to retain key personnel; (s) the
ability of the hospitals on or near whose campuses the Company’s
MOBs are located and their affiliated health systems to remain
competitive and financially viable and to attract physicians and
physician groups; (t) the Company’s ability to maintain or expand
its relationships with its existing and future hospital and health
system clients; (u) risks associated with the Company’s investments
in joint ventures and unconsolidated entities, including its lack
of sole decision-making authority and its reliance on its joint
venture partners’ financial condition; (v) the impact of market or
issuer events on the liquidity or value of the Company’s
investments in marketable securities; and (w) the impact of any
financial, accounting, legal or regulatory issues or litigation
that may affect the Company or its major tenants, operators or
managers. Many of these factors are beyond the control of the
Company and its management.
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