Merger Expected to Close in January 2015
CHICAGO & NEW YORK--(BUSINESS WIRE)--Dec. 15, 2014--
Ventas, Inc. (NYSE: VTR) (“Ventas”) and American Realty Capital
Healthcare Trust, Inc. (NASDAQ: HCT) (“HCT”) today announced that the
Securities and Exchange Commission (“SEC”) has declared effective the
registration statement on Form S-4, as amended, relating to the
previously announced pending merger between Ventas and HCT pursuant to
the Agreement and Plan of Merger, dated as of June 1, 2014, as amended
(the “Merger Agreement”), by and among Ventas, HCT, Stripe Sub, LLC, a
Delaware limited liability company and a direct wholly owned subsidiary
of Ventas (“Merger Sub”), Stripe OP, LP, a Delaware limited partnership
of which Merger Sub is the sole general partner, and American Realty
Capital Healthcare Trust Operating Partnership L.P., a Delaware limited
partnership.
HCT and Ventas also announced today that HCT filed its definitive proxy
statement relating to the special meeting of HCT stockholders, which
will take place on January 15, 2015 at 11:00 a.m. Eastern time, at The
Core Club, located at 66 East 55th Street, New York, NY 10022, to, among
other things, consider and approve the merger.
HCT intends to promptly begin mailing to its stockholders the definitive
proxy statement/prospectus. Additionally, HCT announced that the record
date for stockholders entitled to vote at the special meeting has been
changed to the close of business on December 12, 2014.
Ventas and HCT expect to close the transaction in January 2015, subject
to the closing conditions set forth in the Merger Agreement, including
the approval of HCT’s stockholders.
About Ventas
Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of more than 1,500 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, skilled nursing facilities,
hospitals 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. More information about Ventas and
Lillibridge can be found at www.ventasreit.com
and www.lillibridge.com.
About HCT
American Realty Capital Healthcare Trust, Inc. is a publicly traded
Maryland corporation listed on The NASDAQ Global Select Market, focused
on acquiring and owning a balanced and diversified portfolio of medical
office buildings, seniors housing and select hospital and post-acute
care properties. Additional information about HCT can be found on its
website at www.archealthcaretrust.com.
HCT may disseminate important information regarding it and its
operations, including financial information, through social media
platforms such as Twitter, Facebook and LinkedIn.
Forward-Looking Statements
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. These
forward-looking statements are often identified by the words “may,”
“might,” “believes,” “thinks,” “anticipates,” “plans,” “expects,”
“intends” or similar expressions and include statements regarding (1)
expectations regarding whether the transaction will be consummated,
including whether conditions to the consummation of the transaction will
be satisfied, or the timing for completing the transaction, (2)
expectations for the effects of the transaction or the ability of Ventas
to successfully achieve business objectives, including integrating the
companies and the effects of unexpected costs, liabilities or delays,
and (3) expectations for other economic, business, and/or competitive
factors. Other unknown or unpredictable factors could also have material
adverse effects on future results, performance or achievements of the
combined company. These forward-looking statements may be affected by
risks and uncertainties in the business of Ventas and HCT and market
conditions. This information is qualified in its entirety by cautionary
statements and risk factor disclosure contained in filings made by
Ventas and HCT with the SEC, including Ventas’s annual report on Form
10-K, as amended, for the year ended December 31, 2013 and HCT’s annual
report on Form 10-K for the year ended December 31, 2013, as well as the
registration statement on Form S-4, as amended, filed with the SEC by
Ventas relating to the proposed transaction. Both Ventas and HCT wish to
caution readers that certain important factors may have affected and
could in the future affect their actual results and could cause their
actual results for subsequent periods to differ materially from those
expressed in or implied by any forward-looking statement made by or on
behalf of Ventas or HCT, including that the transaction may not be
consummated on the timeline anticipated by Ventas and HCT or at all.
Neither Ventas nor HCT undertakes any obligation to update
forward-looking statements to reflect events or circumstances after the
date hereof.
Additional Information about the Proposed Transaction and Where to
Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any
vote or approval, 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. In connection with the proposed transaction, Ventas
has filed with the SEC a registration statement on Form S-4, as amended,
which contains a proxy statement of HCT and a prospectus of Ventas, and
each party will file other documents with respect to Ventas’s proposed
acquisition of HCT. The registration statement on Form S-4, as amended,
contains a preliminary proxy statement/prospectus and was declared
effective by the SEC on December 15, 2014, and the definitive proxy
statement/prospectus is being mailed to HCT’s stockholders on or about
December 15, 2014. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION, INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration statement, the
definitive proxy statement/prospectus and other relevant documents filed
by Ventas and HCT with the SEC (when they become available) 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 HCT with the SEC are available free
of charge on HCT’s website at www.archealthcaretrust.com.
Participants in Solicitation Relating to the Merger
Ventas and HCT and their respective directors and executive officers may
be deemed participants in the solicitation of proxies from HCT’s
stockholders in respect of the proposed transaction. Information
regarding Ventas’s directors and executive officers can be found in
Ventas’s definitive proxy statement for Ventas’s 2014 annual meeting of
stockholders, filed with the SEC on April 4, 2014. Information regarding
HCT’s directors and executive officers can be found in HCT’s definitive
proxy statement for HCT’s 2014 annual meeting of stockholders, filed
with the SEC on April 28, 2014. Additional information regarding the
interests of such potential participants has been included in the
registration statement and the definitive 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 HCT, as applicable, using the
sources indicated above.
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Source: Ventas, Inc.
Ventas:
Lori B. Wittman
(877) 4-VENTAS
or
HCT:
Andrew
G. Backman
(917) 475-2135