Windrose Medical Properties Trust Announces Special Meeting of Shareholders
31 Oktober 2006 - 11:36PM
PR Newswire (US)
INDIANAPOLIS, Oct. 31 /PRNewswire-FirstCall/ -- Windrose Medical
Properties Trust (NYSE:WRS) announced today that it has established
a record date and special meeting date for the holders of its
common shares to consider and vote upon the proposal to approve the
previously announced merger providing for the merger of Windrose
with and into a wholly-owned subsidiary of Health Care REIT, Inc.
The special meeting will be held on Thursday, December 14, 2006 at
3:00 p.m., local time, at the Holiday Inn located at 3850 DePauw
Boulevard, Indianapolis, Indiana 46268. The record date for
determining the holders of Windrose's common shares entitled to
notice of the special meeting and to vote on the merger proposal
will be the close of business on Wednesday, November 8, 2006. The
record date for determining the holders of Windrose's 7.5% Series A
cumulative convertible preferred shares entitled to notice of the
special meeting also will be the close of business on Wednesday,
November 8, 2006. Holders of Windrose's 7.5% Series A cumulative
convertible preferred shares are not entitled to vote on the merger
proposal. Completion of the merger remains subject to the
affirmative vote of the holders of at least a majority of
Windrose's outstanding common shares on the record date and other
customary closing conditions. About Windrose Windrose is a
self-managed real estate investment trust (REIT) based in
Indianapolis, Indiana with offices in Nashville, Tennessee.
Windrose was formed to acquire, selectively develop and manage
specialty medical properties, such as medical office buildings,
ambulatory surgery centers, outpatient treatment diagnostic
facilities, physician group practice clinics, specialty hospitals
and treatment centers. Additional Information and Where to Find It
In connection with this proposed transaction, Health Care REIT has
filed with the United States Securities and Exchange Commission
("SEC") a registration statement on Form S-4 (Registration No.
333-138006), which contains a preliminary proxy
statement/prospectus. Investors are urged to carefully read the
preliminary proxy statement/prospectus and any other relevant
documents filed with the SEC because they contain important
information. Investors can obtain the registration statement,
including the preliminary proxy statement/prospectus, and all other
relevant documents filed by Health Care REIT or Windrose with the
SEC free of charge at the SEC's Web site http://www.sec.gov/ or,
with respect to documents filed by Health Care REIT, from Health
Care REIT Investor Relations at One SeaGate, Suite 1500, P.O. Box
1475, Toledo, Ohio, 43603-1475, 419-247-2800 and, with respect to
documents filed by Windrose, from Windrose Investor Relations at
3502 Woodview Trace, Suite 210, Indianapolis, Indiana, 46268,
317-860-8875. Participants in the Solicitation The respective
directors, trustees, executive officers and other members of
management and employees of Health Care REIT and Windrose may be
deemed to be participants in the solicitation of proxies from the
shareholders of Windrose in favor of the transactions. Information
about Health Care REIT and its directors and executive officers,
and their ownership of Health Care REIT securities, is set forth in
the proxy statement for Health Care REIT's 2006 Annual Meeting of
Stockholders, which was filed with the SEC on March 28, 2006.
Information about Windrose and its trustees and executive officers,
and their ownership of Windrose securities, is set forth in the
proxy statement for the 2006 Annual Meeting of Shareholders of
Windrose, which was filed with the SEC on April 10, 2006.
Additional information regarding the interests of those persons may
be obtained by reading the preliminary proxy statement/prospectus.
This document may contain "forward-looking" statements as defined
in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements describe, among other things, the
beliefs, expectations and plans of Health Care REIT, Windrose and
the combined entity that are not based on historical facts. These
forward-looking statements concern and are based upon, among other
things, the prospective merger of Health Care REIT and Windrose.
Forward-looking statements include any statement that includes
words such as "may," "will," "intend," "should," "believe,"
"expect," "anticipate," "project," "estimate" or similar
expressions. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties. Expected
results may not be achieved, and actual results may differ
materially from expectations. This may be caused by various
factors, including, but not limited to: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; the inability to complete the
merger due to the failure to obtain shareholder approval or the
failure to satisfy other conditions to completion of the merger,
including receipt of third party approvals without unexpected
delays or conditions; the failure to complete the merger for any
other reason; other factors affecting the completion of the
transaction and subsequent performance; unanticipated developments
relating to previously disclosed legal proceedings, other legal
proceedings that may be instituted against Health Care REIT and
Windrose relating to the merger, or similar matters; changes in
economic or general business conditions; issues facing the health
care industry; and other risks and uncertainties described from
time to time in Health Care REIT's and Windrose's public filings
with the SEC. Neither Health Care REIT nor Windrose assume any
obligation to update or revise any forward-looking statements or to
update the reasons why actual results could differ from those
projected in any forward-looking statements. This communication
shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any 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 offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. Contact: Windrose Medical Properties Trust Fred Farrar
President and COO (317) 860-8213 Investors/Media: The Ruth Group
Stephanie Carrington/Jason Rando (646) 536-7017/7025 DATASOURCE:
Windrose Medical Properties Trust CONTACT: Fred Farrar, President
and COO of Windrose Medical Properties Trust, +1-317-860-8213; or
Investors/Media: Stephanie Carrington, +1-646-536-7017, , or Jason
Rando, +1-646-536-7025, , both of The Ruth Group
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