8-KMaterial AgreementsExhibits & Filings

WELLTOWER INC. 8-K Report, Material Agreement (Sep 15, 2006)

Filed September 15, 2006For Securities:WELL

Summary

This 8-K filing by WELLTOWER INC. (formerly Health Care REIT, Inc.) announces a material definitive agreement for the acquisition of Windrose Medical Properties Trust. The proposed transaction is structured as a merger, where Windrose will be acquired by Health Care REIT. This strategic move aims to expand Health Care REIT's portfolio and market presence in the healthcare real estate sector. Key terms of the merger include the conversion of Windrose common shares into Health Care REIT common stock, with an exchange ratio tied to Health Care REIT's average stock price over a specified period, subject to collar limits. Windrose preferred shares will be redeemed for cash plus accrued dividends. The agreement outlines customary representations, warranties, and covenants, and includes conditions for closing, such as shareholder approval and regulatory consents. Termination clauses and potential break-up fees are also detailed, indicating the significance and complexity of this acquisition.

Key Highlights

  • 1Health Care REIT, Inc. has entered into a definitive Agreement and Plan of Merger with Windrose Medical Properties Trust.
  • 2The transaction involves a two-step merger: an OP Merger followed by a corporate merger.
  • 3Windrose common shares will be converted into Health Care REIT common stock, with the exchange ratio determined by Health Care REIT's stock price, subject to a collar (0.4509 to 0.4650 shares per Windrose share).
  • 4Windrose 7.5% Series A preferred shares will be redeemed for $25.00 per share plus accrued dividends.
  • 5Options and restricted shares of Windrose will be vested and converted into Health Care REIT stock or options, based on the exchange ratio.
  • 6Closing conditions include Windrose shareholder approval, lender and ground lessor consents, and the absence of material adverse changes.
  • 7A termination fee of up to $16.9 million may be payable by Windrose under certain circumstances.

Frequently Asked Questions

This 8-K filing announces that Health Care REIT, Inc. has entered into a material definitive agreement to acquire Windrose Medical Properties Trust through a merger. It details the key terms and conditions of this proposed transaction.

Windrose common shareholders will receive a fraction of Health Care REIT common stock for each Windrose share they own. The exact amount of Health Care REIT stock will be based on an exchange ratio tied to Health Care REIT's average stock price over a specific 10-day period before closing, with limits (a collar) between 0.4509 and 0.4650 shares of Health Care REIT stock per Windrose share. Windrose preferred shareholders will receive $25.00 per share plus any accrued dividends.

The merger is subject to several conditions, including the approval of the transaction by a majority of Windrose's common shareholders, obtaining necessary consents from lenders and ground lessors, ensuring there has been no material adverse change in the financial condition of either company, and receiving tax opinions related to the transaction's REIT status.

Yes, the Merger Agreement includes provisions for termination. If Windrose terminates the agreement under specific circumstances, it may be required to pay Health Care REIT a termination fee of up to $16.9 million. Other fees and expense reimbursements are also outlined for specific termination events.