"The acquisition of Sunrise REIT, with its 77 high quality private pay senior housing communities, is a major milestone for Ventas and we are pleased to have successfully completed the transaction," says Debra Cafaro, Ventas chairman, president and CEO. "We are now focused on integrating Sunrise REIT's attractive communities into our existing portfolio of high quality, productive assets. We also look forward to a strong and productive relationship with Sunrise Senior Living Inc., including our exclusive development arrangements that should lead to significant accretive acquisitions in the United States and Canada."

Through the acquisition, which was first made public in January, Ventas adds 77 senior living communities to its portfolio. Eleven of those properties are in Canada with the remaining located throughout the US. Prior to the merger Ventas owned 532 senior housing and healthcare facilities in 43 US states and two Canadian provinces.

At the close of business on Thursday, Sunrise was taken from the Toronto Stock Exchange. Ventas was financially advised by Merrill Lynch & Co., while legal advice was given by Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt LLP. For Sunrise TD Securities Inc. was the financial advisor, with Stikeman Elliott LLP the legal advisors.

Ventas originally offered to purchase the REIT for $15 per share in January. Soon after that bid was made public, Health Care Property Investors Inc. offered an $18-per-share competing bid. That company had originally been interested in purchasing Sunrise but dropped out of the running until Ventas made a move. In mid-February in order to force Sunrise's hand Ventas took the company to court demanding Sunrise keep its honor the purchase agreement.

Less than a month, in early March, later the Ontario Superior Court sided with Ventas, effectively killing HCPI's competing bid. Days later, HCPI withdrew its bid and Sunrise announced plans to appeal the court's decision.

At the end of March, the Court of Appeal for Ontario also sided with Ventas and blocked HCPI from making any competing bid for the next 18 months. While the court ruling effectively put Sunrise in Ventas' grasp for $15 per share, the Kentucky-based company increased its bid by $1.50 per share on April 13. Ventas officials said the $16.50 per share price, which boosted the total purchase price to C$2.3 billion, was the "best and final offer."

On April 19, Sunrise shareholders approved the merger, with 78% voting in favor of the takeover.

Instant Insights /

C$2.3B Ventas, Sunrise Merger Complete

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