"We are extremely pleased with the outcome of today's vote," Ventas CEO Debra Cafaro says in a release, "We look forward to leveraging the benefits of this acquisition to continue generating superior returns for our shareholders." Besides acquiring 77 senior living communities as part of the deal, Cafaro says the "compelling nature" of the sale gives Ventas access to an exclusive development pipeline, provides entry into the Canadian seniors housing market, and "should result in excellent growth going forward." Of the 77 properties changing hands, 11 are in Canada and the remainder in the US.

The anticipated closing next Thursday would end a protracted effort by Ventas to assume control of Sunrise, a campaign that began in January when the Kentucky REIT won the rights to buy its Canadian counterpart via an auction. The initial bid was C$15 per share, but the takeover was interrupted when rival Health Care Property Investors Inc. Health Care Property Investors Inc. entered a late minute proposal offering C$3 per share more than Ventas. The attempt ended at the steps of the Ontario Hall of Justice, with courts ruling and later affirming that Ventas should be allowed to complete the purchase. HCPI was rebuffed from making any bids for Sunrise for at least 18 months, and Ventas filed a suit earlier this month against Sunrise. Based in Long Beach, CA, HCPI has 337 senior living projects and hundreds of medical offices and health-care related facilities.

None of the parties involved mentioned the lawsuit after the shareholder vote, with Sunrise chairman Michael Warren calling the sale "the best outcome" for the operation. "We are glad we have been able to enhance value for our [shareholders] and deliver a significant cash premium to them with the Ventas transaction," says Warren.The takeover imbroglio led Ventas to raise its offer to $16.50 per share last week, increasing the estimated value of the sale from $1.8 billion to around $2.3 billion.

The sale will put Ventas past 500 in the number of senior living facilities it operates, having 455 prior to the agreement. The bed count already exceeds 50,000. Traded on the New York Stock Exchange under the VTR symbol, Ventas was up slightly to $42.50 per share following Thursday's vote.

Legal advisors to Ventas are Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt LLP, while Merrill Lynch is acting as exclusive financial advisor. TD Securities is the Sunrise REIT's financial advisor, with Stikeman Elliott LLP the legal advisors.

Instant Insights /

Sunrise Gives Nod for C$2.3B Takeover

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