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TORONTO-Sunrise Senior Living Real Estate Investment Trust has received a higher buy-out offer it won’t accept without additional information. Health Care Property Investors Inc. has offered to acquire the company for C$18 per share, $3 per share higher than healthcare REIT Ventas Inc.’s buy-out agreement that dates to January. Including C$1 billion of assumed debt, both deals would have a total enterprise value of more than $2 billion.

HCPI says that save for the higher price, its offer would have the same terms as the agreement currently in place with Ventas. Sunrise said Thursday morning it will not consider Wednesday’s proposal until it receives a confirmation from HCPI that their proposal is not conditional on it reaching an agreement with Sunrise Senior Living Inc., the manager of the Sunrise REIT’s 74-property portfolio.

If HCPI eventually succeeds in trumping Ventas’ bid, it would be the second major acquisition by the Long Beach, CA-based REIT in as many years. In 2006, it acquired CNL Retirement Properties for $5.3 billion, the largest healthcare REIT transaction in history.

“Our ability to execute transactions of this size…[and] our own relationships with several of your lenders will facilitate a smooth and accelerated lender consent process,” says HCPI chairman R. Michael Warren in his letter to Sunrise. “These advantages will enable us to complete our proposed acquisition at least as quickly as your proposed transaction with Ventas.”

Ventas, meanwhile, reiterated Thursday that it looks forward to completing “the transaction we negotiated.” The Ventas takeover will require the support of two-thirds of Sunrise Senior Living REIT unitholders in a vote scheduled for March 27. If its agreement isn’t knocked out by a higher offer, the transaction is expected to close in the second quarter. If it is knocked out, Ventas is entitled to a C$39.8-million break-up fee.

Regardless, Ventas will have to deal with a potential class action lawsuit related to its being forced to restate its financial results going back to at least 1999, which the company has said will eliminate at least $100 million of previously reported profits.

The suit is on behalf of purchasers of the common stock of Sunrise Senior Living from Aug. 4, 2005 through June 15, 2006. The complaint alleges not only that purchasers paid an inflated price for their stock due to “materially false and misleading statements regarding the company’s business,” but also that top officers took advantage of the inflated stock price by selling shares “for illegal insider trading proceeds of over $34 million.”

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