Ventas Seeks Damages from Sunrise REIT for Breach of Existing Purchase Agreement
05 April 2007 - 5:44PM
PR Newswire (US)
LOUISVILLE, Ky., April 5 /PRNewswire-FirstCall/ -- Ventas, Inc.
(NYSE: VTR) ("Ventas" or the "Company") announced that it has
commenced an action in the Ontario Superior Court of Justice to
recover from Sunrise Senior Living Real Estate Investment Trust
(TSX: SZR.UN) ("Sunrise REIT") damages resulting from, among other
things, Sunrise REIT's breaches of its standstill enforcement
obligations in the Purchase Agreement currently in place between
Ventas and Sunrise REIT. In the litigation, Ventas is not seeking
to terminate the Purchase Agreement, which remains in full force
and effect. Ventas looks forward to closing the purchase of Sunrise
REIT. Last month, the Court of Appeal for Ontario confirmed that
Sunrise REIT was obligated to comply with its covenants in its
Purchase Agreement with Ventas to enforce Sunrise REIT's rights
under its confidentiality and standstill agreement with Health Care
Property Investors, Inc. ("HCP"). The Court of Appeal also upheld
Ventas's request for a declaration that the standstill terms in the
confidentiality agreement between Sunrise REIT and HCP are in
effect. The Court of Appeal further confirmed that HCP's several
offers, all of which have now been withdrawn, were breaches of its
standstill agreement with Sunrise REIT. Although Ventas intends to
vigorously pursue its claims in the litigation, there can be no
assurance about the outcome thereof. On January 15, 2007, Ventas
announced that it had reached a definitive agreement to acquire
Sunrise REIT for Cdn $15.00 cash per unit, subject to the approval
of unitholders of Sunrise REIT. Ventas, Inc. is a leading
healthcare real estate investment trust. Its diverse portfolio of
properties located in 43 states includes independent and assisted
living facilities, skilled nursing facilities, hospitals and
medical office buildings. More information about Ventas can be
found on its website at http://www.ventasreit.com/. This press
release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All
statements regarding Ventas, Inc.'s ("Ventas" or the "Company") and
its subsidiaries' expected future financial position, results of
operations, cash flows, funds from operations, dividends and
dividend plans, financing plans, business strategy, budgets,
projected costs, capital expenditures, competitive positions,
acquisitions, investment opportunities, merger integration, growth
opportunities, expected lease income, continued qualification as a
real estate investment trust ("REIT"), plans and objectives of
management for future operations and statements that include words
such as "anticipate," "if," "believe," "plan," "estimate,"
"expect," "intend," "may," "could," "should," "will" and other
similar expressions are forward-looking statements. Such
forward-looking statements are inherently uncertain, and security
holders must recognize that actual results may differ from the
Company's expectations. The Company does not undertake a duty to
update such forward-looking statements, which speak only as of the
date on which they are made. The Company's actual future results
and trends may differ materially depending on a variety of factors
discussed in the Company's filings with the Securities and Exchange
Commission. Factors that may affect the Company's plans or results
include without limitation: (a) the ability and willingness of the
Company's operators, tenants, borrowers, managers and other third
parties, as applicable, to meet and/or perform the obligations
under their various contractual arrangements with the Company; (b)
the ability and willingness of Kindred Healthcare, Inc. (together
with its subsidiaries, "Kindred"), Brookdale Living Communities,
Inc. (together with its subsidiaries, "Brookdale") and Alterra
Healthcare Corporation (together with its subsidiaries, "Alterra")
to meet and/or perform their obligations to indemnify, defend and
hold the Company harmless from and against various claims,
litigation and liabilities under the Company's respective
contractual arrangements with Kindred, Brookdale and Alterra; (c)
the ability of the Company's operators, tenants, borrowers and
managers, as applicable, to maintain the financial strength and
liquidity necessary to satisfy their respective obligations and
liabilities to third parties, including without limitation
obligations under their existing credit facilities; (d) the
Company's success in implementing its business strategy and the
Company's ability to identify, underwrite, finance, consummate and
integrate diversifying acquisitions or investments, including those
in different asset types and outside the United States; (e) the
nature and extent of future competition; (f) the extent of future
or pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies,
procedures and rates; (g) increases in the Company's cost of
borrowing; (h) the ability of the Company's operators and managers,
as applicable, to deliver high quality services and to attract
residents and patients; (i) the results of litigation affecting the
Company; (j) changes in general economic conditions and/or economic
conditions in the markets in which the Company may, from time to
time, compete; (k) the Company's ability to pay down, refinance,
restructure and/or extend its indebtedness as it becomes due; (l)
the movement of interest rates and the resulting impact on the
value of and the accounting for the Company's interest rate swap
agreement; (m) the Company's ability and willingness to maintain
its qualification as a REIT due to economic, market, legal, tax or
other considerations; (n) final determination of the Company's
taxable net income for the year ended December 31, 2006 and for the
year ending December 31, 2007; (o) the ability and willingness of
the Company's tenants to renew their leases with the Company upon
expiration of the leases, including without limitation Kindred's
willingness to renew any or all of its bundles of leased properties
expiring in 2008, and the Company's ability to relet its properties
on the same or better terms in the event such leases expire and are
not renewed by the existing tenants; (p) risks associated with the
proposed acquisition of Sunrise Senior Living REIT, including the
Company's ability to successfully complete the transaction on the
contemplated terms and to timely and fully realize the expected
revenues and cost savings therefrom; (q) developments relating to
the proceedings in the Ontario Superior Court of Justice relating
to the proposed acquisition of Sunrise Senior Living REIT; (r) the
movement of U.S. and Canadian exchange rates; (s) year-over-year
changes in the Consumer Price Index and the effect of those changes
on the rent escalators, including the rent escalator for Master
Lease 2 with Kindred, and the Company's earnings; and (t) the
impact on the liquidity, financial condition and results of
operations of the Company's operators, tenants, borrowers and
managers, as applicable, resulting from increased operating costs
and uninsured liabilities for professional liability claims, and
the ability of the Company's operators, tenants, borrowers and
managers to accurately estimate the magnitude of such liabilities.
Many of these factors are beyond the control of the Company and its
management. DATASOURCE: Ventas, Inc. CONTACT: Joele Frank or
Matthew Sherman, both of Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449 Web site: http://www.ventasreit.com/
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