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Health Care REIT, Windrose amend merger to include exchange of Windrose preferreds
By Jennifer Chiou
New York, Oct. 6 - Health Care REIT, Inc. and Windrose Medical Properties Trust announced they have agreed in principle to amend their recently announced merger so that Windrose's 7.5% series A cumulative convertible preferred shares will now be exchanged for new preferreds.
With the merger, Windrose preferred shareholders who have not converted their securities will receive an equal number of shares of Health Care REIT 7.5% series G cumulative convertible preferred stock, which will have substantially similar rights and preferences as the Windrose preferreds.
Previously holders of Windrose's preferreds were to receive $25.00 in cash per share plus accrued dividends.
Before completion of the merger, each Windrose preferred share will continue to be convertible into 1.5873 Windrose common shares at the option of the holder.
Post merger, Health Care REIT series G preferreds will be convertible into a number of Health Care REIT common shares calculated by multiplying the 1.5873 conversion ratio by the exchange ratio.
The exchange ratio, which will be determined according to the merger agreement, was 0.4509 based on the closing price of Health Care REIT and Windrose on the day preceding the merger announcement. The exchange ratio is capped at 0.4650 in the event of a decrease in the average trading price of Health Care REIT's common stock.
Based on $41.31, the Oct. 5 closing price of Health Care REIT's common stock, each new share of Health Care REIT 7.5% series G preferreds would be convertible into 0.7157 Health Care REIT shares.
The proposed amendment is subject to approval by Windrose's board of trustees.
Health Care REIT is a Toledo, Ohio, real estate investment trust that invests in health care and senior housing properties.
Based in Indianapolis, Windrose is a real estate investment trust focused on acquiring health care facilities.
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