Ventas, Inc. (NYSE: VTR) (“Ventas”) and New Senior Investment
Group Inc. (NYSE: SNR) (“New Senior”) announced today that New
Senior stockholders have approved the previously announced merger
pursuant to which New Senior will merge with and into a subsidiary
of Ventas, with New Senior surviving the merger as a subsidiary of
Ventas (the “Merger”).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210914006189/en/
Approximately 99.8% of the votes cast were voted in favor of the
adoption of New Senior’s merger agreement (the “Merger Agreement”)
with Ventas and approval of the Merger, which represented
approximately 73.7% of the outstanding shares of New Senior common
stock. Detailed information regarding the voting results will be
made available by New Senior in a Form 8-K filed with the U.S.
Securities and Exchange Commission (“SEC”).
“We are pleased with the outcome of today’s special meeting and
thank our stockholders for their support of the financially and
strategically compelling transaction with Ventas,” said Susan L.
Givens, New Senior President and Chief Executive Officer.
“We are excited about our progress toward completing the
transaction that enables Ventas to capture the powerful senior
housing upside at a cyclical inflection point and complements our
high quality diversified portfolio benefitting from demographic
demand,” said Debra A. Cafaro, Ventas Chairman and CEO.
Under the terms of the Merger Agreement, New Senior stockholders
will receive 0.1561 shares of newly issued Ventas common stock for
each share of New Senior common stock that they own immediately
prior to the effective time of the Merger.
Subject to the satisfaction of customary closing conditions, the
Merger is expected to close on or around September 21, 2021. As
announced earlier today, Ventas stockholders of record as of
October 1, 2021 will be entitled to receive a dividend of $0.45 per
share of Ventas common stock on October 14, 2021 (including former
New Senior stockholders if the Merger closes on or prior to October
1, 2021, in which case New Senior stockholders would not receive
the dividend announced by New Senior on August 4, 2021).
About Ventas
Ventas, an S&P 500 company, operates at the intersection of
two powerful and dynamic industries – healthcare and real estate.
As one of the world’s foremost Real Estate Investment Trusts
(REIT), we use the power of capital to unlock the value of real
estate, partnering with leading care providers, developers,
research and medical institutions, innovators and healthcare
organizations whose success is buoyed by the demographic tailwind
of an aging population. For more than twenty years, Ventas has
followed a successful strategy that endures: combining a
high-quality diversified portfolio of properties and capital
sources to manage through cycles, working with industry leading
partners, and a collaborative and experienced team focused on
producing consistent growing cash flows and superior returns on a
strong balance sheet, ultimately rewarding Ventas stakeholders. As
of June 30, 2021, Ventas owned or had investments in approximately
1,200 properties.
About New Senior
New Senior Investment Group Inc. (NYSE: SNR) is a
publicly-traded real estate investment trust with a diversified
portfolio of senior housing properties located across the United
States. New Senior is one of the largest owners of senior housing
properties, with 103 properties across 36 states.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding New Senior and Ventas including, but not limited to,
statements related to the Merger of New Senior and the anticipated
timing, results and benefits thereof; statements regarding the
expectations and beliefs of the board of directors of New Senior,
New Senior management, the board of directors of Ventas or Ventas
management and other statements that are not historical facts. You
can generally identify forward-looking statements by the use of
forward-looking terminology such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,”
“intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” or “will,” or the negative thereof or
other variations thereon or comparable terminology. These
forward-looking statements are based on New Senior’s and Ventas’s
current plans, objectives, estimates, expectations and intentions
and inherently involve significant risks and uncertainties, many of
which are beyond New Senior’s or Ventas’s control. 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 New Senior’s and Ventas’s ability
to complete the Merger on the proposed terms or on the anticipated
timeline, or at all, including: risks and uncertainties related to
satisfaction of the closing conditions to consummate the Merger;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement relating
to the Merger; risks related to diverting the attention of New
Senior and Ventas management from ongoing business operations;
failure to realize the expected benefits of the Merger; significant
transaction costs and/or unknown or inestimable liabilities; the
risk of litigation in connection with the Merger, including
resulting expense or delay; the risk that New Senior’s business
will not be integrated successfully or that such integration may be
more difficult, time-consuming or costly than expected; the ability
to obtain financing in connection with the Merger; risks related to
future opportunities and plans for the combined company, including
the uncertainty of financial performance and results of the
combined company following completion of the Merger; the ability of
the combined company to qualify and maintain its qualification as a
real estate investment trust for U.S. federal income tax purposes
and the potentially onerous consequences that any such failure to
maintain such qualification would have on the combined company’s
business; disruption from the Merger, making it more difficult to
conduct business as usual or maintain relationships with property
managers, tenants, employees or other third parties; effects
relating to the announcement of the Merger or any further
announcements or the consummation of the Merger on the market price
of New Senior common stock or Ventas common stock; the possibility
that, if Ventas does not achieve the perceived benefits of the
Merger as rapidly or to the extent anticipated by financial
analysts or investors or at all, the market price of Ventas common
stock could decline; regulatory initiatives and changes in tax
laws; market volatility and changes in economic conditions; and
other risks and uncertainties affecting New Senior and Ventas,
including those described from time to time under the caption “Risk
Factors” and elsewhere in New Senior’s and Ventas’s SEC filings and
reports, including New Senior’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, Ventas’s Annual Report on Form
10-K for the fiscal year ended December 31, 2020 and subsequent
filings and reports by either company. In addition, the trajectory
and future impact of the COVID-19 pandemic remains highly uncertain
and may change rapidly. The extent of the pandemic’s continuing and
ultimate impact on the combined company’s ability to generate
revenues from its operations and the operation of its facilities
will depend on future developments that are highly uncertain and
cannot be predicted with confidence at this time. Moreover, other
risks and uncertainties of which New Senior or Ventas are not
currently aware may also affect each company’s forward-looking
statements and may cause actual results and the timing of events to
differ materially from those anticipated. Readers of this
communication are cautioned that forward-looking statements are not
guarantees of future performance. 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 and
reflect the views stated therein with respect to future events as
at such dates, even if they are subsequently made available by New
Senior or Ventas on their respective websites or otherwise. Except
as otherwise required by law, neither New Senior nor Ventas
undertakes any obligation, and each expressly disclaims 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.
Additional Information and Where to Find It
In connection with the proposed acquisition, Ventas filed with
the SEC a registration statement on Form S-4 for the Ventas common
stock that will be issued in the proposed acquisition, which was
declared effective by the SEC on August 11, 2021. Ventas has filed
with the SEC its prospectus and New Senior has filed with the SEC
its definitive proxy statement in connection with the proposed
acquisition, and the definitive proxy statement has been mailed to
the stockholders of New Senior for a Special Meeting of New
Senior’s stockholders to approve the proposed acquisition. Each of
New Senior and Ventas may also file other relevant documents with
the SEC regarding the proposed acquisition. This communication is
not a substitute for the registration statement, the prospectus,
the definitive proxy statement or any other document that New
Senior or Ventas may file with the SEC with respect to the proposed
acquisition. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, THE PROSPECTUS, THE DEFINITIVE PROXY
STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW
SENIOR, VENTAS AND THE PROPOSED ACQUISITION.
Investors and security holders will be able to obtain copies of
these materials (if and when they are available), and other
documents containing important information about New Senior, Ventas
and the proposed acquisition, once such documents are filed with
the SEC free of charge through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by New Senior
will be made available free of charge on New Senior’s investor
relations website at ir.newseniorinv.com. Copies of documents filed
with the SEC by Ventas will be made available free of charge on
Ventas’s investor relations website at ir.ventasreit.com.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or 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 offer of securities
shall be made in the United States absent registration under the
U.S. Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210914006189/en/
Ventas, Inc. Sarah Whitford (877) 4-VENTAS
New Senior Investment Group Inc. Lori B. Marino (646)
885-1522
Grafico Azioni New Senior Investment (NYSE:SNR)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni New Senior Investment (NYSE:SNR)
Storico
Da Dic 2023 a Dic 2024
