Merger Expected to Close in January
2015
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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