Filed by Ventas, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: New Senior Investment Group Inc.
Commission File No.: 333-258177
Date: September 14, 2021
New Senior Investment
Group Stockholders Approve Merger with Ventas
CHICAGO (September 14, 2021) - Ventas,
Inc. (NYSE: VTR) (“Ventas”) and New Senior Investment Group Inc. (NYSE: SNR) (“New Senior”) announced today that
New Senior stockholders have approved the previously announced merger pursuant to which New Senior will merge with and into a subsidiary
of Ventas, with New Senior surviving the merger as a subsidiary of Ventas (the “Merger”).
Approximately 99.8% of the votes cast were voted
in favor of the adoption of New Senior’s merger agreement (the “Merger Agreement”) with Ventas and approval of the Merger,
which represented approximately 73.7% of the outstanding shares of New Senior common stock. Detailed information regarding the voting
results will be made available by New Senior in a Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”).
“We are pleased with the outcome of today’s
special meeting and thank our stockholders for their support of the financially and strategically compelling transaction with Ventas,”
said Susan L. Givens, New Senior President and Chief Executive Officer.
“We are excited about our progress toward
completing the transaction that enables Ventas to capture the powerful senior housing upside at a cyclical inflection point and complements
our high quality diversified portfolio benefitting from demographic demand,” said Debra A. Cafaro, Ventas Chairman and CEO.
Under the terms of the Merger Agreement, New Senior
stockholders will receive 0.1561 shares of newly issued Ventas common stock for each share of New Senior common stock that they own immediately
prior to the effective time of the Merger.
Subject to the satisfaction of customary closing
conditions, the Merger is expected to close on or around September 21, 2021. As announced earlier today, Ventas stockholders of record
as of October 1, 2021 will be entitled to receive a dividend of $0.45 per share of Ventas common stock on October 14, 2021 (including
former New Senior stockholders if the Merger closes on or prior to October 1, 2021, in which case New Senior stockholders would not receive
the dividend announced by New Senior on August 4, 2021).
About Ventas
Ventas, an S&P 500 company, operates at
the intersection of two powerful and dynamic industries – healthcare and real estate. As one of the world’s foremost
Real Estate Investment Trusts (REIT), we use the power of capital to unlock the value of real estate, partnering with leading care
providers, developers, research and medical institutions, innovators and healthcare organizations whose success is buoyed by the
demographic tailwind of an aging population. For more than twenty years, Ventas has followed a successful strategy that endures:
combining a high-quality diversified portfolio of properties and capital sources to manage through cycles, working with industry
leading partners, and a collaborative and experienced team focused on producing consistent growing cash flows and superior returns
on a strong balance sheet, ultimately rewarding Ventas stakeholders. As of June 30, 2021, Ventas owned or had investments in
approximately 1,200 properties.
About New Senior
New Senior Investment Group Inc. (NYSE: SNR) is
a publicly-traded real estate investment trust with a diversified portfolio of senior housing properties located across the United States.
New Senior is one of the largest owners of senior housing properties, with 103 properties across 36 states.
Forward Looking Statements
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding New Senior and Ventas including, but
not limited to, statements related to the Merger of New Senior and the anticipated timing, results and benefits thereof; statements
regarding the expectations and beliefs of the board of directors of New Senior, New Senior management, the board of directors of
Ventas or Ventas management and other statements that are not historical facts. You can generally identify forward-looking
statements by the use of forward-looking terminology such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “explore,”
“evaluate,” “intend,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “seek,” “should,” or “will,” or the negative
thereof or other variations thereon or comparable terminology. These forward-looking statements are based on New Senior’s and
Ventas’s current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and
uncertainties, many of which are beyond New Senior’s or Ventas’s control. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated with New Senior’s and Ventas’s ability to complete the
Merger on the proposed terms or on the anticipated timeline, or at all, including: risks and uncertainties related to satisfaction
of the closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement relating to the Merger; risks related to diverting the attention of New Senior and Ventas
management from ongoing business operations; failure to realize the expected benefits of the Merger; significant transaction costs
and/or unknown or inestimable liabilities; the risk of litigation in connection with the Merger, including resulting expense or
delay; the risk that New Senior’s business will not be integrated successfully or that such integration may be more difficult,
time-consuming or costly than expected; the ability to obtain financing in connection with the Merger; risks related to future
opportunities and plans for the combined company, including the uncertainty of financial performance and results of the combined
company following completion of the Merger; the ability of the combined company to qualify and maintain its qualification as a real
estate investment trust for U.S. federal income tax purposes and the potentially onerous consequences that any such failure to
maintain such qualification would have on the combined company’s business; disruption from the Merger, making it more
difficult to conduct business as usual or maintain relationships with property managers, tenants, employees or other third parties;
effects relating to the announcement of the Merger or any further announcements or the consummation of the Merger on the market
price of New Senior common stock or Ventas common stock; the possibility that, if Ventas does not achieve the perceived benefits of
the Merger as rapidly or to the extent anticipated by financial analysts or investors or at all, the market price of Ventas common
stock could decline; regulatory initiatives and changes in tax laws; market volatility and changes in economic conditions; and other
risks and uncertainties affecting New Senior and Ventas, including those described from time to time under the caption “Risk
Factors” and elsewhere in New Senior’s and Ventas’s SEC filings and reports, including New Senior’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, Ventas’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 and subsequent filings and reports by either company. In addition, the trajectory and future impact of the
COVID-19 pandemic remains highly uncertain and may change rapidly. The extent of the pandemic’s continuing and ultimate impact
on the combined company’s ability to generate revenues from its operations and the operation of its facilities will depend on
future developments that are highly uncertain and cannot be predicted with confidence at this time. Moreover, other risks and
uncertainties of which New Senior or Ventas are not currently aware may also affect each company’s forward-looking statements
and may cause actual results and the timing of events to differ materially from those anticipated. Readers of this communication are
cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this
communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the
views stated therein with respect to future events as at such dates, even if they are subsequently made available by New Senior or
Ventas on their respective websites or otherwise. Except as otherwise required by law, neither New Senior nor Ventas undertakes any
obligation, and each expressly disclaims any obligation, to update or supplement any forward-looking statements to reflect actual
results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which
the forward-looking statements were made.
Additional Information and Where to Find It
In connection with the proposed acquisition, Ventas filed with the
SEC a registration statement on Form S-4 for the Ventas common stock that will be issued in the proposed acquisition, which was declared
effective by the SEC on August 11, 2021. Ventas has filed with the SEC its prospectus and New Senior has filed with the SEC its definitive
proxy statement in connection with the proposed acquisition, and the definitive proxy statement has been mailed to the stockholders of
New Senior for a Special Meeting of New Senior’s stockholders to approve the proposed acquisition. Each of New Senior and Ventas
may also file other relevant documents with the SEC regarding the proposed acquisition. This communication is not a substitute for the
registration statement, the prospectus, the definitive proxy statement or any other document that New Senior or Ventas may file with the
SEC with respect to the proposed acquisition. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS,
THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
NEW SENIOR, VENTAS AND THE PROPOSED ACQUISITION.
Investors and security holders will be able to obtain copies of these
materials (if and when they are available), and other documents containing important information about New Senior, Ventas and the proposed
acquisition, once such documents are filed with the SEC free of charge through the website maintained by the SEC at www.sec.gov. Copies
of documents filed with the SEC by New Senior will be made available free of charge on New Senior’s investor relations website at
ir.newseniorinv.com. Copies of documents filed with the SEC by Ventas will be made available free of charge on Ventas’s investor
relations website at ir.ventasreit.com.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there
be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United
States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements.
Contacts
Ventas, Inc.
Sarah Whitford
(877) 4-VENTAS
New Senior Investment Group Inc.
Lori B. Marino
(646) 885-1522
New Senior Investment (NYSE:SNR)
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