CHICAGO, Jun 20, 2011 (BUSINESS WIRE) --
Ventas, Inc. (NYSE:VTR) ("Ventas" or the "Company") announced today that
its Board of Directors has declared a prorated dividend on the Company's
common stock, conditioned upon the completion of its pending acquisition
of Nationwide Health Properties, Inc. (NYSE:NHP) ("NHP") pursuant to a
merger of NHP with and into a wholly owned subsidiary of Ventas (the
"Merger").
The dividend will be payable in cash to stockholders of record at the
close of business on the last business day prior to the date on which
the Merger becomes effective (the "Effective Time"). The per share
dividend amount payable by Ventas will be equal to the Company's most
recent quarterly dividend rate ($0.575), multiplied by the number of
days elapsed since the Company's last dividend record date (June 10,
2011) through and including the day immediately prior to the day on
which the Effective Time occurs, divided by the actual number of days in
the calendar quarter in which such dividend is declared (91).
The Merger is expected to occur on or after July 1, 2011, subject to the
approval of stockholders of NHP and Ventas and the satisfaction of
customary closing conditions. Both companies have scheduled a special
meeting of stockholders to consider and vote upon the proposed
acquisition and related matters on July 1, 2011. There can be no
assurance that all such closing conditions will be satisfied by July 1,
that the Effective Time will occur on July 1 or that the Merger will
occur.
Ventas, Inc., an S&P 500 company, is a leading healthcare real estate
investment trust. Its diverse portfolio of more than 700 assets in 44
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. After giving
effect to the pending NHP transaction, Ventas's portfolio will consist
of more than 1,300 properties in 48 states (including the District of
Columbia) and two Canadian provinces. 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 its pending transaction with NHP 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 Healthcare,
Inc., 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.
Additional Information about the Proposed Transaction and Where to
Find It
In connection with the proposed transaction, Ventas has filed with the
SEC a registration statement on Form S-4 that includes a joint proxy
statement of Ventas and NHP and that also constitutes a prospectus for
Ventas. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may
obtain free copies of the registration statement, the joint proxy
statement/prospectus and other relevant documents filed by Ventas and
NHP with the SEC through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by Ventas with the SEC are also available
free of charge on Ventas's website at www.ventasreit.com,
and copies of the documents filed by NHP with the SEC are available free
of charge on NHP's website at www.nhp-reit.com.
Ventas, NHP and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Ventas's
and NHP's shareholders in respect of the proposed transaction.
Information regarding Ventas's directors and executive officers can be
found in Ventas's definitive proxy statement filed with the SEC on March
28, 2011. Information regarding NHP's directors and executive officers
can be found in NHP's Annual Report on Form 10-K/A filed with the SEC on
April 26, 2011. Additional information regarding the interests of such
potential participants is included in the joint proxy
statement/prospectus and other relevant documents filed with the SEC in
connection with the proposed transaction. These documents are available
free of charge on the SEC's website and from Ventas or NHP, as
applicable, using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.
SOURCE: Ventas, Inc.
Ventas, Inc.
David J. Smith
(877) 4-VENTAS
www.ventasreit.com