Sunrise Announces Special Cash Dividend in Connection with Proposed
Merger with Health Care REIT
MCLEAN, Va., Dec. 28, 2012 /PRNewswire/ -- Sunrise Senior
Living (NYSE: SRZ) announced today that in connection with the
proposed merger with Health Care REIT, Inc. (NYSE: HCN) and the
related proposed sale of its management business to affiliates of
Kohlberg Kravis Roberts & Co. L.P., affiliates of Beecken Petty
O'Keefe & Company, Coastwood Senior Housing Partners LLC and
Health Care REIT, at the request of Health Care REIT and within the
framework of the merger agreement, the board of directors of a
wholly owned subsidiary of Sunrise has declared a conditional
special cash dividend of $2.10 per
share of Sunrise common stock (approximately $129.5 million in the aggregate) to holders of
Sunrise common stock as of the close of business on January 8, 2013. The special cash dividend
does not change the overall amount of consideration of $14.50 in cash per share being provided to
Sunrise stockholders in connection with the transactions.
Sunrise stockholders will receive $12.40 in cash per share as merger consideration
and $2.10 in cash per share as a
special dividend, for a total of $14.50 in cash per share.
The dividend will be paid concurrently with the payment of the
merger consideration and will be conditioned upon the consummation
of the sale of Sunrise's management business, the receipt of funds
at least equal to the aggregate amount of the dividend in
connection with such sale, and the consummation of the merger with
Health Care REIT. If the Sunrise stockholders approve the
merger at the special meeting being held on January 7, 2013, Sunrise currently expects that
the merger will close prior to market open on January 9, 2013.
Sunrise can make no assurance that the conditions to the payment
of the conditional special cash dividend will be
satisfied.
About Sunrise Senior Living
Sunrise Senior Living, a McLean,
Va.-based company, employs approximately 31,600 people. As
of September 30, 2012, Sunrise
operated 303 communities located in the
United States, Canada and
the United Kingdom, with a unit
capacity of approximately 29,400 units. Sunrise offers a full range
of personalized senior living services, including independent
living, assisted living, care for individuals with Alzheimer's and
other forms of memory loss, as well as nursing and rehabilitative
services. Sunrise's senior living services are delivered by staff
trained to encourage the independence, preserve the dignity, enable
freedom of choice and protect the privacy of residents. To learn
more about Sunrise, please visit
http://www.sunriseseniorliving.com.
Forward-Looking Statements
This document may contain "forward-looking" statements as
defined in the Private Securities Litigation Reform Act of 1995.
When the company uses words such as "may," "will," "intend,"
"should," "believe," "expect," "anticipate," "project," "estimate"
or similar expressions, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. The company's expected results
may not be achieved, and actual results may differ materially from
expectations. This may be a result of various factors, including
the risk that we will be unable to satisfy the closing conditions
to the transaction, including the approval of the transaction by
our shareholders and the receipt of certain regulatory approvals;
the risk that we may not be able to complete the sale of our
management company to shareholders or distribute the proceeds
thereof as a cash dividend to our shareholders; the risk that we
and/or Health Care REIT will be unable to perform certain
obligations under the transaction agreements; the risk relating to
unanticipated difficulties and/or expenditures relating to the
transaction; the risk that we are unable to extend leases on our
operating properties at expiration; the risk that we will be unable
to obtain certain third party consents; the risk that some of our
management agreements, subject to early termination provisions
based on various performance measures, could be terminated due to
failure to achieve the performance measures; the risk that our
management agreements can be terminated in certain circumstances
due to our failure to comply with the terms of the management
agreements or to fulfill our obligations thereunder; the risk that
ownership of the communities we manage is heavily concentrated in a
limited number of business partners; the risk that our current and
future investments in ventures could be adversely affected by our
lack of sole decision-making authority, our reliance on venture
partners' financial condition, any disputes that may arise between
us and our venture partners and our exposure to potential losses
from the actions of our venture partners; the risk related to
operating international communities that could adversely affect
those operations and thus our profitability and operating results;
the risk from competition and our response to pricing and
promotional activities of our competitors; the risk of not
complying with government regulations; the risk of new legislation
or regulatory developments; the risks associated with the ownership
and operation of assisted living and independent living
communities; other risk factors contained in the Company's Form
10-K filed with the SEC on March 1,
2012, as amended on March 15,
2012, and as may be amended or supplemented in our Form 10-Q
filings. The Company assumes no obligation to update or supplement
forward-looking statements that become untrue because of subsequent
events. Unless the context suggests otherwise, references herein to
"Sunrise," the "Company," "we," "us" and "our" mean Sunrise Senior
Living, Inc. and our consolidated subsidiaries.
Important Additional Information About this
Transaction
Sunrise has filed a proxy statement with the SEC in connection
with the proposed merger with Health Care REIT. Sunrise
shareholders are urged to read the proxy statement because it
contains important information. Shareholders are able to obtain
a free copy of the proxy statement, as well as other filings
containing information about Sunrise and the merger, without
charge, at the SEC's website (www.sec.gov). In addition, copies of
the proxy statement and other filings containing information about
the Company and the proposed merger can be obtained, without
charge, by directing a request to Sunrise Senior Living, Inc.,
Attention: Investor Relations, 7900 Westpark Drive, McLean, Virginia 22102, by phone at (703)
273-7500, or on the Company's website at
www.sunriseseniorliving.com/2013specialmeetingmaterials.
Sunrise and Health Care REIT and 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 Sunrise's stockholders in respect of the proposed merger. You
can find information about Sunrise's executive officers and
directors in Sunrise's definitive annual proxy statement filed with
the SEC on March 23, 2012. You can
find information about Health Care REIT's executive officers and
directors in Health Care REIT's definitive annual proxy statement
filed with the SEC on March 29, 2012.
You can obtain free copies of Sunrise's annual proxy statement by
directing a request to Sunrise Senior Living, Inc., Attention:
Investor Relations, 7900 Westpark Drive, McLean, Virginia 22102, by phone at (703)
273-7500, or on the Company's website at
www.sunriseseniorliving.com. Additional information regarding the
interests of potential participants are also included in the proxy
statement and other relevant documents filed with the SEC.
This document 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 U.S.
Securities Act of 1933, as amended.
Contact: Meghan Lublin
Corporate Communications
(703) 854-0299
SOURCE Sunrise Senior Living
