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TORONTO-The Ontario Superior Court this week ruled in favor of Ventas Inc. and its acquisition agreement with Sunrise Senior Living. The ruling effectively kills a last-minute effort by Health Care Property Investors to swoop in and steal the deal in the 11th hour with a higher bid.

Louisville, KY-based Ventas signed its C$15-per-share purchase agreement with Sunrise in January following an auction process conducted by independent trustees of Sunrise REIT. HCPI was involved in the auction but dropped out at the last minute, declining to submit a final binding proposal. The Sunrise board approved the Ventas transaction in January. When HCPI then submitted a C$18 bid in mid-February, Ventas filed suit.

The suit demanded that the court force Sunrise Senior Living REIT to comply with its purchase agreement and enforce its standstill agreement with Health Care Property Investors. The HCPI standstill agreement from the original competition contains provisions that prohibit HCPI from, among other actions, making any proposal to acquire any securities or all or any assets of Sunrise REIT, and remains in effect for a period of 18 months, ending in May 2008.

In addition to affirming the stands till agreement, the Ontario Superior Court of Justice dismissed an application filed by Sunrise REIT that sought clarification from the Court regarding its rights to negotiate with HCP concerning its proposal.

Ventas controls some 49,000 beds in 455 senior living properties. Sunrise owns 74 properties.

HCPI last year acquired CNL Retirement Properties for $5.3 billion, the largest healthcare REIT transaction in history, giving it 337 senior housing facilities, 260 medical office buildings, 35 hospitals, 69 skilled nursing facilities and 30 other healthcare facilities.

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