BETHESDA, Md., June 12, 2018 /PRNewswire/ -- Quality Care
Properties, Inc. (NYSE: QCP) ("QCP" or the "Company") today
announced that the 45-day "go-shop" period set forth in its merger
agreement (the "Merger Agreement") with Welltower Inc. (NYSE: WELL)
("Welltower") expired on June 9, 2018
and also announced that it has received from a third party (the
"Potential Bidder") an acquisition proposal (the "Acquisition
Proposal") that QCP's Board of Directors (the "Board") has
determined could reasonably be expected to lead to a "Superior
Offer," as defined in the Merger Agreement.
During the "go-shop" period, representatives of Goldman Sachs
& Co. LLC, financial advisor to QCP, contacted 34 potential
parties on behalf of the Company to determine whether they have an
interest in making a proposal to acquire the Company. These
parties included a diverse selection of REITs, health care
providers, operators and other strategic parties, financial
sponsors and non-profit health organizations. QCP entered
into confidentiality agreements pursuant to which it provided
confidential information to five of the parties contacted. As
a result of these efforts, QCP received the Acquisition Proposal
from the Potential Bidder. No other parties submitted an
acquisition proposal to acquire the Company during the go-shop
period.
After consulting with its financial and legal advisors, QCP's
Board determined that the Acquisition Proposal could reasonably be
expected to lead to a Superior Offer. Therefore, the
Potential Bidder is an "Excluded Party," as defined in the Merger
Agreement, and QCP is permitted, subject to the provisions of the
Merger Agreement, to continue to solicit proposals from, furnish
non-public information to, and engage in further discussions and
negotiations with, the Potential Bidder. Following the
expiration of the go-shop period, QCP became subject to customary
"no shop" provisions other than with respect to the Potential
Bidder. The "no shop" provisions restrict the ability of the
Company and its representatives to solicit alternative acquisition
proposals from third parties or to provide confidential information
to third parties, subject to customary "fiduciary out"
provisions.
The Board has not yet determined that the Acquisition Proposal
constitutes a Superior Offer under the Merger Agreement. The
Acquisition Proposal provides that the Potential Bidder will need
to obtain debt financing and is subject to several conditions,
including completion of a due diligence review of QCP and HCR
ManorCare, Inc. and the negotiation of a definitive merger
agreement. There can be no assurance that the Acquisition
Proposal will ultimately result in a Superior Offer, and
discussions and negotiations with the Potential Bidder could
terminate at any time.
The Board has not changed its recommendation and continues to
recommend that QCP's stockholders vote to approve the merger with
Welltower.
Advisors
Goldman, Sachs & Co. LLC and Lazard are financial
advisors to QCP. Wachtell, Lipton, Rosen & Katz is
legal advisor to QCP.
About QCP
Quality Care Properties, Inc. is one of the nation's
largest actively managed real estate companies focused on
post-acute/skilled nursing and memory care/assisted living
properties. QCP's properties are located in 29 states and include
257 post-acute/skilled nursing properties, 61 memory care/assisted
living properties, a surgical hospital and a medical office
building. For more information regarding QCP, visit
www.qcpcorp.com.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company
filed with the U.S. Securities and Exchange Commission (the "SEC")
a preliminary proxy statement and other documents relating to the
proposed merger on June 6,
2018. When completed, a definitive proxy statement and a form
of proxy card will be filed with the SEC and mailed to the
Company's stockholders. BEFORE MAKING ANY VOTING DECISION,
THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain the documents (when
available) free of charge at the SEC's website, www.sec.gov, and
the Company's website, www.qcpcorp.com.
Participants in Solicitation
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the holders of the
Company's common stock in respect of the proposed merger
transaction. Information about the directors and executive officers
of the Company is set forth in the proxy statement for the
Company's 2018 annual meeting of shareholders, which was filed with
the SEC on April 6, 2018, and in other documents filed by the
Company, including on behalf of such individuals, with the SEC.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the definitive proxy statement and other relevant materials to be
filed with the SEC in respect of the proposed transaction when they
become available.
Safe Harbor Statement
Certain statements contained in this communication may
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements
are indicated by words or phrases such as "guidance," "believes,"
"expects," "intends," "forecasts," "can," "could," "may,"
"anticipates," "estimates," "plans," "projects," "seeks," "should,"
"targets," "will," "would," "outlook," "continuing," "ongoing," and
similar words or phrases and the negative of such words and
phrases. Forward-looking statements are based on the Company's
current plans and expectations and involve risks and uncertainties
which are, in many instances, beyond the Company's control, and
which could cause actual results to differ materially from those
included in or contemplated or implied by the forward-looking
statements. Such risks and uncertainties include the following: the
occurrence of any event, change or other circumstance that could
give rise to the termination of the contemplated transactions; the
failure to obtain the approval of the Company's shareholders of the
proposed merger transaction; the failure to satisfy any of the
other conditions to the completion of the transactions, including
conditions related to approval by the U.S. Bankruptcy Court
overseeing HCR ManorCare's Chapter 11 case; the effect of the
announcement of the transactions on the ability of the Company to
maintain relationships with its partners, tenants, providers, and
others with whom it does business, or on its operating results and
businesses generally; risks associated with the disruption of
management's attention from ongoing business operations due to the
transactions; the ability to meet expectations regarding the timing
and completion of the transactions; and other risks and
uncertainties described in the Company's reports and filings with
the SEC, including the risks and uncertainties set forth in Item 1A
under the heading "Risk Factors" in the Company's Annual Report on
Form 10-K for the year ended December 31, 2017 filed
with the SEC on March 8, 2018 and other periodic reports the
Company files with the SEC, which are available at www.sec.gov and
the Company's website at www.qcpcorp.com. The Company undertakes no
obligation to update forward-looking statements to reflect
developments or information obtained after the date hereof and
disclaims any obligation to do so other than as may be required by
law. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
Contacts
Media
Joele Frank,
Wilkinson Brimmer Katcher
Andrew Brimmer / Aaron Palash
(212) 355-4449
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SOURCE Quality Care Properties, Inc.