Summary
Health Care REIT, Inc. (now Welltower Inc.) announced on August 21, 2012, its entry into a material definitive agreement to acquire Sunrise Senior Living, Inc. in an all-cash merger. The transaction involves a two-step merger process, with Sunrise stockholders to receive $14.50 in cash per share of common stock. This acquisition is strategically significant as it aims to integrate Sunrise's senior living operations and real estate assets into Health Care REIT's portfolio.
Key Highlights
- 1Health Care REIT, Inc. (WELL) has entered into an Agreement and Plan of Merger to acquire Sunrise Senior Living, Inc. (Sunrise).
- 2The acquisition will be an all-cash transaction, with Sunrise stockholders to receive $14.50 per share.
- 3The transaction is structured as a two-step merger involving newly formed subsidiaries of both companies.
- 4Closing conditions include the adoption of the merger agreement by Sunrise stockholders, regulatory approvals (Hart-Scott-Rodino Act), and completion of certain reorganization transactions.
- 5The closing is anticipated to occur in the first half of 2013, with a target closing date of February 21, 2013, and potential extensions.
- 6Sunrise's management business may be sold to a third party contemporaneously with the closing, potentially impacting the merger consideration through a dividend.
- 7Sunrise's stock options and restricted/performance units will vest and be converted into cash payments.
Frequently Asked Questions
This 8-K filing announces a material definitive agreement for Health Care REIT, Inc. (WELL) to acquire Sunrise Senior Living, Inc. in an all-cash merger.
Sunrise Senior Living stockholders will receive $14.50 in cash for each share of common stock.
Yes, key conditions include approval by Sunrise stockholders, expiration of waiting periods under the Hart-Scott-Rodino Act, completion of certain reorganization transactions, and no prohibitive injunctions or orders.
The merger consideration of $14.50 per share could be increased if the closing is delayed beyond a certain point due to extension rights related to a potential sale of Sunrise's management business or receipt of regulatory approvals. Additionally, if Sunrise's management business is sold, a dividend to Sunrise stockholders from the sale proceeds would decrease the per share merger consideration.