MCLEAN, Va., Jan. 7, 2013 /PRNewswire/ -- Sunrise Senior
Living, Inc. (NYSE: SRZ) announced that at its special meeting of
stockholders held today, Sunrise stockholders voted to approve the
adoption of the previously announced merger agreement with Health
Care REIT, Inc. (NYSE: HCN). 98.3 percent of the votes cast
by Sunrise stockholders were in favor of this proposal,
representing 69.4 percent of the shares of Sunrise common stock
entitled to vote. Sunrise stockholders also voted to approve,
on an advisory, nonbinding basis, the contractually based
compensation that may be paid or become payable to Sunrise's named
executive officers that is based on or otherwise relates to the
proposed acquisition.
The merger, which remains subject to customary closing
conditions, is expected to close on January
9, 2013.
Goldman, Sachs & Co. and Keybanc Capital Markets Inc. served
as financial advisors, and Wachtell, Lipton, Rosen & Katz as
legal advisor to Sunrise.
About Sunrise Senior Living
Sunrise Senior Living, a McLean,
Va.-based company, employs approximately 31,600 people. As
of September 30, 2012, Sunrise
operated 303 communities located in the
United States, Canada and
the United Kingdom, with a unit
capacity of approximately 29,400 units. Sunrise offers a full range
of personalized senior living services, including independent
living, assisted living, care for individuals with Alzheimer's and
other forms of memory loss, as well as nursing and rehabilitative
services. Sunrise's senior living services are delivered by staff
trained to encourage the independence, preserve the dignity, enable
freedom of choice and protect the privacy of residents. To learn
more about Sunrise, please visit
http://www.sunriseseniorliving.com.
Forward-Looking Statements
This document may contain "forward-looking" statements as
defined in the Private Securities Litigation Reform Act of 1995.
When the company uses words such as "may," "will," "intend,"
"should," "believe," "expect," "anticipate," "project," "estimate"
or similar expressions, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. The company's expected results
may not be achieved, and actual results may differ materially from
expectations. This may be a result of various factors, including
the risk that we will be unable to satisfy the closing conditions
to the transaction; the risk that we may not be able to complete
the sale of our management company to shareholders or distribute
the proceeds thereof as a cash dividend to our shareholders; the
risk that we and/or Health Care REIT will be unable to perform
certain obligations under the transaction agreements; the risk
relating to unanticipated difficulties and/or expenditures relating
to the transaction; the risk that we are unable to extend leases on
our operating properties at expiration; the risk that we will be
unable to obtain certain third party consents; the risk that some
of our management agreements, subject to early termination
provisions based on various performance measures, could be
terminated due to failure to achieve the performance measures; the
risk that our management agreements can be terminated in certain
circumstances due to our failure to comply with the terms of the
management agreements or to fulfill our obligations thereunder; the
risk that ownership of the communities we manage is heavily
concentrated in a limited number of business partners; the risk
that our current and future investments in ventures could be
adversely affected by our lack of sole decision-making authority,
our reliance on venture partners' financial condition, any disputes
that may arise between us and our venture partners and our exposure
to potential losses from the actions of our venture partners; the
risk related to operating international communities that could
adversely affect those operations and thus our profitability and
operating results; the risk from competition and our response to
pricing and promotional activities of our competitors; the risk of
not complying with government regulations; the risk of new
legislation or regulatory developments; the risks associated with
the ownership and operation of assisted living and independent
living communities; other risk factors contained in the Company's
Form 10-K filed with the SEC on March 1,
2012, as amended on March 15,
2012, and as may be amended or supplemented in our Form 10-Q
filings. The Company assumes no obligation to update or supplement
forward-looking statements that become untrue because of subsequent
events. Unless the context suggests otherwise, references herein to
"Sunrise," the "Company," "we," "us" and "our" mean Sunrise Senior
Living, Inc. and our consolidated subsidiaries.
Contact:
Meghan Lublin
Corporate
Communications
(703) 854-0299
SOURCE Sunrise Senior Living, Inc.