Ventas completes acquisition of Sunrise

By Lisa Kerner

Charlotte, N.C., April 26 - Ventas, Inc. completed the $1.96 billion acquisition of Sunrise Senior Living Real Estate Investment Trust.

All of the issued and outstanding units of Sunrise will be redeemed at a redemption price of C$16.50 per unit.

Sunrise said it plans to effect the redemption of all of its issued and outstanding units on April 27 and Sunrise units will no longer be traded on the Toronto Stock Exchange.

"The acquisition of Sunrise REIT, with its 77 high quality private pay senior housing communities, is a major milestone for Ventas and we are pleased to have successfully completed the transaction," Ventas chairman, president and chief executive officer Debra A. Cafaro said in a company news release.

"We are now focused on integrating Sunrise REIT's attractive communities into our existing portfolio of high-quality, productive assets. We also look forward to a strong and productive relationship with Sunrise Senior Living, Inc., including our exclusive development arrangements that should lead to significant accretive acquisitions in the United States and Canada."

The companies amended their Jan. 14 purchase agreement, increasing the amount payable to unitholders of Sunrise to C$16.50 from C$15.00 per unit.

In early April, Ventas had been seeking unspecified damages from Sunrise in the Ontario Superior Court of Justice as the result of alleged breaches by Sunrise of its standstill enforcement obligations in the purchase agreement between Ventas and Sunrise involving Health Care Property Investors, Inc.

Health Care Property's several offers, all since withdrawn, were considered breaches of its standstill agreement with Sunrise, which prohibits it from making any proposal to acquire any assets of Sunrise through May 2008.

Merrill Lynch & Co. acted as Ventas' exclusive financial adviser, while Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt LLP acted as legal advisers.

Sunrise Senior Living, Inc., the developer of most of the acquired Sunrise assets, will remain as the manager of all the properties under the existing long-term management contracts.

Toronto-based Sunrise was formed to indirectly acquire and own senior living communities.

Ventas is a Louisville, Ky., health care real estate investment trust.

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