Healthcare Realty Trust Incorporated (NYSE: HR) (“Healthcare
Realty” or the “Company”) today issued the following statement
regarding the press release and presentation issued by Land &
Buildings Investment Management, LLC on June 16, 2022:
Healthcare Realty remains focused on
executing the combination with Healthcare Trust of America, Inc.
(NYSE: HTA). The transaction brings together two of the largest
owners of medical office buildings to create the preeminent,
pure-play medical office building REIT. The combined company will
have unmatched market scale in concentrated clusters, meaningful
corporate and operational synergies, a larger development pipeline,
and a strengthened balance sheet with enhanced liquidity and
improved access to capital. The transaction is expected to be
accretive through near-term expense synergies, with additional
value from operational upside through scaled platforms.
Healthcare Realty regularly engages
with shareholders and welcomes input that advances our goal of
enhancing shareholder value. Based on numerous recent conversations
with shareholders, including at NAREIT last week, Healthcare Realty
believes there is widespread support for the strategic combination
with HTA. Notably, Land & Buildings has not communicated with
the Company to express its concerns since the transaction was
announced more than three months ago on February 28.
Shareholders of record on June 10 will be able to vote on the
transaction with HTA at the special meeting of Healthcare Realty
shareholders on July 15. The transaction is expected to close on or
around July 20, 2022, subject to customary closing conditions,
including the approval of both Healthcare Realty and Healthcare
Trust of America shareholders.
About Healthcare Realty Trust
Healthcare Realty Trust Incorporated (NYSE: HR) is a real estate
investment trust that integrates owning, managing, financing and
developing income-producing real estate properties associated
primarily with the delivery of outpatient healthcare services
throughout the United States. As of March 31, 2022, the
Company was invested in 263 real estate properties in 23 states
totaling 17.9 million square feet and had an enterprise value of
approximately $6.1 billion, defined as equity market capitalization
plus the principal amount of debt less cash. The Company provided
leasing and property management services to 14.8 million square
feet nationwide.
Contacts
Media Contacts:Charlie Koons / Elizabeth VolpeP: (212)
333-3810
Healthcare Realty ContactFinancial ContactKris Douglas, Chief
Financial OfficerP: (615) 269-8175
Forward Looking Statements
This communication contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Exchange
Act. The Company and HTA intend such forward-looking statements to
be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and include this statement for purposes of complying
with the safe harbor provisions. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “will,” “should,” “may,” “projects,” “could,”
“estimates” or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words.
Forward-looking statements regarding the Company and HTA, include,
but are not limited to, statements related to the proposed
transaction, and the anticipated timing, benefits and financial and
operational impact thereof; the expected financing for the
transaction; other statements of management’s beliefs, intentions
or goals; and other statements that are not historical facts. These
forward-looking statements are based on each of the companies’
current plans, objectives, estimates, expectations and intentions
and inherently involve significant risks and uncertainties. Actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties, which include, without limitation, risks
and uncertainties associated with: the Company’s and HTA’s ability
to complete the proposed transaction on the proposed terms or on
the anticipated timeline, or at all, including risks and
uncertainties related to securing the necessary shareholder
approvals and satisfaction of other closing conditions to
consummate the proposed transaction; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the definitive transaction agreement relating to the
proposed transaction; risks related to diverting the attention of
HTA and Company management from ongoing business operations;
failure to realize the expected benefits of the proposed
transaction; significant transaction costs and/or unknown or
inestimable liabilities; the risk of shareholder litigation in
connection with the proposed transaction, including resulting
expense or delay; the risk that the Company’s and HTA’s respective
businesses will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; the ability to obtain the expected financing to
consummate the proposed transaction; risks related to future
opportunities and plans for the combined company, including the
uncertainty of expected future financial performance and results of
the combined company following completion of the proposed
transaction; effects relating to the announcement of the proposed
transaction or any further announcements or the consummation of the
proposed transaction on the market price of the Company’s or HTA’s
common stock; the possibility that, if the Company does not achieve
the perceived benefits of the proposed transaction as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of the Company’s common stock could decline; general
adverse economic and local real estate conditions; the inability of
significant tenants to continue paying their rent obligations due
to bankruptcy, insolvency or a general downturn in their business;
increases in interest rates; increases in operating expenses and
real estate taxes; changes in the dividend policy for the Company’s
common stock or its ability to pay dividends; impairment charges;
pandemics or other health crises, such as COVID-19; and other risks
and uncertainties affecting the Company and HTA, including those
described from time to time under the caption “Risk Factors” and
elsewhere in the Company’s and HTA’s Securities and Exchange
Commission (“SEC”) filings and reports, including the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021,
HTA’s Annual Report on Form 10-K for the year ended December 31,
2021, and future filings and reports by either company. Moreover,
other risks and uncertainties of which the Company or HTA are not
currently aware may also affect each of the companies’
forward-looking statements and may cause actual results and the
timing of events to differ materially from those anticipated. The
forward-looking statements made in this communication are made only
as of the date hereof or as of the dates indicated in the
forward-looking statements, even if they are subsequently made
available by HR or HTA on their respective websites or otherwise.
Neither the Company nor HTA undertakes any obligation to update or
supplement any forward-looking statements to reflect actual
results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of
which the forward-looking statements were made, except as required
by law.
Important Additional Information and Where to Find It
This communication relates to the proposed transaction pursuant
to the terms of the Agreement and Plan of Merger, dated February
28, 2022, by and among the Company, HTA, Healthcare Trust of
America Holdings, LP, and HR Acquisition 2, LLC. In connection with
the proposed transaction, HTA filed with the SEC a registration
statement on Form S-4 that was declared effective on June 9, 2022
and that includes a joint proxy statement of the Company and HTA
and also constitutes a prospectus of HTA. The Company filed the
joint proxy statement with the SEC on June 10, 2022. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, HTA AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain
copies of these documents free of charge through the website
maintained by the SEC at www.sec.gov or from the Company at its
website, www.healthcarerealty.com, or from HTA at its website,
www.htareit.com. Documents filed with the SEC by HR will be
available free of charge by accessing the Company’s website at
www.healthcarerealty.com under the heading Investor Relations or,
alternatively, by directing a request to the Company
at communications@healthcarerealty.com or 3310 West End
Avenue, Suite 700, Nashville, Tennessee 37203, telephone:
615.269.8175, and documents filed with the SEC by HTA will be
available free of charge by accessing HTA’s website at
www.htareit.com under the heading Investor Relations or,
alternatively, by directing a request to HTA at info@htareit.com or
16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona 85254,
telephone 480.998.3478.
Participants in the Solicitation
The Company and HTA and certain of their respective directors
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the common shareholders of the Company and HTA in
respect of the proposed transaction under the rules of the SEC.
Information about the Company’s directors and executive officers is
available in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021, as filed with the SEC on February 22,
2022, and definitive proxy statement dated March 25, 2022 for its
2022 annual meeting of shareholders. Information about HTA’s
directors and executive officers is available in HTA’s Annual
Report on Form 10-K for the year ended December 31, 2021, as filed
with the SEC on March 1, 2022 as amended by Amendment No. 1 on Form
10-K/A filed with the SEC on April 12, 2022. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, are contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the Proposed Transaction if and when they become
available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from the Company or HTA using the sources
indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Corporate Communications
P: 615.269.8175
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