Health Care Property Investors Offers to Acquire Sunrise Senior Living REIT for Cdn$18.00 Per Unit in Cash.Offer Price Represents 20% Premium to Ventas Offer LONG BEACH, Calif. -- Health Care Property Investors, Inc. (NYSE NYSE See: New York Stock Exchange :HCP HCP, n healthcare provider, a professional who specializes in treating and managing a person's general or specific health needs. ) today announced that it has submitted a proposal to acquire the assets of Sunrise Senior Living You can assist by [ editing it] now. Real Estate Investment Trust (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :SZR SZR Scheibenzwischenraum (im Fensterbau) SZR Seizure SZR Sheik Zayed Road (Dubai, United Arab Emirates) SZR Strahl-Zonenschlaufen-Reaktor .UN) in a transaction that values each Sunrise REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). unit at Cdn$18.00. HCP's offer price represents a 20% premium over the Cdn$15.00 price being offered in Sunrise REIT's proposed sale to Ventas, Inc. To underscore the clear superiority of its offer, HCP proposes to enter into an acquisition agreement that reflects its significantly higher price and is otherwise identical to the agreement between Sunrise REIT and Ventas. HCP's offer values the equity of Sunrise REIT at approximately Cdn$1.4 billion. HCP's offer has been unanimously approved by HCP's Board of Directors. The offer is not subject to any due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. or financing contingencies. Because of HCP's superior financial condition and access to funds and its experience in large acquisitions, HCP believes that its proposed acquisition of Sunrise REIT has greater certainty of completion than the proposed Ventas transaction. The full text of the proposal letter from HCP to Sunrise REIT is included at the end of this press release. Advisors to HCP on the proposed acquisition are: Cohen cohen or kohen (Hebrew: “priest”) Jewish priest descended from Zadok (a descendant of Aaron), priest at the First Temple of Jerusalem. The biblical priesthood was hereditary and male. & Steers Capital Advisors, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , financial advisor; and Latham & Watkins and Bennett Jones Bennett Jones LLP is a large Canadian law firm based in Calgary with branches in Edmonton and Toronto. It has a total of more than 320 lawyers and 450 staff, including a number of former politicians. External links
About Health Care Property Investors Health Care Property Investors, Inc. is a self-administered real estate investment trust that invests directly or through joint ventures in healthcare facilities. As of December 31, 2006, HCP's portfolio of properties, excluding assets held for sale but including investments through joint ventures and mortgage loans, included 731 properties and consisted of 337 senior housing facilities, 260 medical office buildings, 35 hospitals, 69 skilled nursing facilities skilled nursing facility n. Abbr. SNF An establishment that houses chronically ill, usually elderly patients, and provides long-term nursing care, rehabilitation, and other services. and 30 other healthcare facilities. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Certain statements contained herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements include those related to the expected response of the Sunrise REIT Board of Trustees board of trustees Politics The posse of thugs who oversee an institution's administration. See Board of directors. to HCP's offer and the anticipated results of the proposed acquisition of Sunrise REIT by HCP. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of HCP to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks, uncertainties and other factors set forth in HCP's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 2006. Risks and uncertainties relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the proposed transaction include the risks that: Sunrise REIT will not enter into a definitive agreement with HCP or the terms of any agreement will be materially different from those described above; the anticipated benefits of the transaction will not be realized; and the proposed transaction will not be consummated.
Text of Acquisition Proposal Letter
February 14, 2007
VIA FEDEX
R. Michael Warren
Chairman of the Board of Trustees
Sunrise Senior Living Real Estate Investment Trust
11 King Street West
Suite 1100
Toronto, Ontario
Canada M5H 4C7
Dear Mr. Warren:
We are pleased to submit a proposal to acquire Sunrise Senior Living
Real Estate Investment Trust ("Sunrise REIT") for cash consideration
that will provide your unitholders substantially greater value than
your proposed sale to Ventas, Inc. We are offering to acquire Sunrise
REIT in a transaction providing Sunrise REIT unitholders with a per
unit consideration of Cdn $18.00 -- a 20% premium over the Cdn $15.00
price offered by Ventas. In order to underscore the clear superiority
of our proposal, we propose to enter into a transaction which reflects
our substantially higher price but is otherwise identical to the
transaction entered into by Ventas. Our proposed acquisition
agreement attached hereto reflects these terms.
Our proposal has been unanimously approved by the HCP Board of
Directors, and it contains no financing or due diligence
contingencies. We are confident that we can enter into arrangements
with Sunrise Senior Living on terms comparable to those entered into
by Ventas.
As you know, we raised $760 million through equity and debt financings
last month and an additional $2.4 billion in late 2006. In addition to
our superior financial condition, we have greater experience in
executing large acquisitions than Ventas. Our ability to execute
transactions of this size is evidenced by our recent $5.3 billion
acquisition of CNL Retirement Properties, the largest healthcare REIT
transaction in history. Our own relationships with several of your
lenders will facilitate a smooth and accelerated lender consent
process. These advantages will enable us to complete our proposed
acquisition at least as quickly as your proposed transaction with
Ventas.
The HCP Board and management team support the combination of our
companies. Our proposal clearly meets the standards for a "Superior
Proposal" as set forth in Schedule A of the Ventas agreement. It
offers substantially greater value to Sunrise REIT unitholders and has
greater certainty of completion than the proposed transaction with
Ventas. We trust you and Sunrise REIT's other trustees, in the proper
exercise of your fiduciary duties to Sunrise REIT unitholders, will
respond immediately and positively to our proposal.
We look forward to working with you to achieve what will be a
compelling transaction for the unitholders of Sunrise REIT. We have
committed the full resources of our management team, legal team and
advisors to quickly consummate a transaction with Sunrise REIT.
Very truly yours,
/s/ James F. Flaherty III
Enclosure
cc: Sunrise REIT Board of Trustees c/o Douglas MacLatchy
via email (doug.maclatchy@sunrisereit.com) and FedEx
David Montanera, TD Securities Inc.
via email (david.montanera@tdsecurities.com) and FedEx
Andrew Phillips, TD Securities Inc.
via email (andrew.phillips@tdsecurities.com) and FedEx
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