Sabra Shareholders Approve Merger with Care Capital Properties
15 August 2017 - 11:00PM
Sabra Health Care REIT, Inc. (Nasdaq:SBRA) (Nasdaq:SBRAP) (“Sabra”
or the “Company”) today announced that its shareholders voted to
approve the common stock issuance proposal in connection with the
pending merger with Care Capital Properties, Inc. (NYSE:CCP)
(“CCP”) at Sabra’s Special Meeting of Stockholders held today.
More than two thirds of the shares voted at the meeting were
voted in favor of the common stock issuance proposal, with more
than 56 million, or approximately 87 percent, of Sabra’s
outstanding shares of common stock voted at the meeting.
"We appreciate the support from Sabra shareholders for this
strategically important transaction with CCP,” said Rick Matros,
Sabra Health Care REIT Chief Executive Officer. “We entered into
this transaction because of its compelling long term value creation
opportunities. The Sabra team has a deep understanding and
commitment to the space. In the near-term, we believe this
transaction achieves our long stated goals while providing us with
a stronger platform for continued growth.”
CCP separately announced today that its shareholders voted to
approve the merger at a special meeting of CCP stockholders.
The transaction is currently scheduled to close on August 17,
2017, subject to customary closing conditions.
About Sabra
Sabra Health Care REIT, Inc. (NASDAQ:SBRA), a Maryland
corporation, operates as a self-administered, self-managed real
estate investment trust (a "REIT") that, through its subsidiaries,
owns and invests in real estate serving the healthcare industry.
Sabra leases properties to tenants and operators throughout the
United States and Canada.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO
FIND ITThis communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities. This
communication may be deemed to be solicitation material in respect
of the proposed merger of CCP with a wholly owned subsidiary of
Sabra. In connection with the proposed merger, Sabra has filed a
registration statement on Form S-4 with the U.S. Securities and
Exchange Commission ("SEC"), which includes a joint proxy
statement/prospectus with respect to the proposed merger. The
registration statement has been declared effective by the SEC and
Sabra and CCP have each mailed the definitive joint proxy
statement/prospectus to their respective stockholders. The
definitive joint proxy statement/prospectus contains important
information about the proposed merger and related matters.
STOCKHOLDERS OF SABRA AND CCP ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT SABRA, CCP AND THE MERGER. Stockholders can obtain
copies of the joint proxy statement/prospectus and other relevant
materials (when they become available) and any other documents
filed with the SEC by Sabra and CCP for no charge at the SEC’s
website at www.sec.gov. Copies of the documents filed by Sabra
with the SEC are available free of charge on Sabra’s website
at www.sabrahealth.com, or by directing a written request to
Sabra Health Care REIT, Inc., 18500 Von Karman Avenue, Suite 550,
Irvine, CA 92612, Attention: Investor Relations. Copies of the
documents filed by CCP with the SEC are available free of charge on
CCP’s website at www.carecapitalproperties.com, or by
directing a written request to Care Capital Properties, Inc., 191
North Wacker Drive, Suite 1200, Chicago, Illinois 60606, Attention:
Investor Relations.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTSCertain statements contained herein, including
statements about Sabra’s proposed merger with CCP, the expected
impact of the proposed merger on Sabra’s financial results, Sabra’s
ability to achieve the synergies and other benefits of the proposed
merger with CCP and Sabra’s and CCP’s strategic and operational
plans, contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements relate to future events or future financial performance.
We generally identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," "continue" or
"looks forward to" or the negative of these terms or other similar
words, although not all forward-looking statements contain these
words.
Forward-looking statements are based upon our current
expectations and assumptions of future events and are subject to
risks and uncertainties that could cause actual results to differ
materially from those indicated by such forward-looking statements.
Some of the risks and uncertainties that could cause actual results
to differ materially include, but are not limited to: the
possibility that the remaining conditions to closing the
transaction may not be satisfied, such that the transaction will
not close or that the closing may be delayed; the potential adverse
effect on tenant and vendor relationships, operating results and
business generally resulting from the proposed transaction; the
proposed transaction will require significant time, attention and
resources, potentially diverting attention from the conduct of
Sabra’s business; the amount of debt that will need to be
refinanced or amended in connection with the proposed merger and
the ability to do so on acceptable terms; changes in healthcare
regulation and political or economic conditions; the anticipated
benefits of the proposed transaction may not be realized; the
anticipated and unanticipated costs, fees, expenses and liabilities
related to the transaction; the outcome of any legal proceedings
related to the transaction; and the occurrence of any event, change
or other circumstances that could give rise to the termination of
the transaction agreement. Additional information concerning
risks and uncertainties that could affect Sabra’s business can be
found in Sabra’s filings with the Securities and Exchange
Commission, including Item 1A of its Annual Report on Form 10-K for
the year ended December 31, 2016. Additional information concerning
risks and uncertainties that could affect CCP’s business can be
found in CCP’s filings with the Securities and Exchange Commission,
including Item 1A of its Annual Report on Form 10-K for the year
ended December 31, 2016.
We undertake no obligation to revise or update any
forward-looking statements, except as required by law. Readers are
cautioned not to place undue reliance on any of these
forward-looking statements.
Contact:
Investors:
Sabra Healthcare REIT
(888) 393-8248
Innisfree M&A Incorporated
Arthur Crozier / Larry Miller
(888) 750-5834
Or
Media
Sabra Healthcare REIT
(888) 393-8248
Or
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman / Jamie Moser / Matthew Gross
212-355-4449
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