PRINCETON, N.J., April 12 /PRNewswire/ -- Provident Senior Living Trust (with its subsidiaries, “Provident”) said today that it has entered into a definitive merger agreement with Ventas, Inc. (“Ventas” or the “Company”) for Ventas to acquire all of the outstanding common shares and operating partnership units of Provident.
The transaction is valued at $1.2 billion, or $20.78 per share, based upon Ventas’s closing price of $26.19 per share on April 12, 2005. Provident shareholders will receive 0.4951 shares of Ventas common stock and $7.81 per share in cash for each Provident common share. The Boards of Directors of both companies have unanimously approved the transaction, which is expected to close in the second quarter of 2005. Provident shareholders will receive a prorated dividend for the period from April 1, 2005 through closing (in addition to the first quarter dividend of $0.34 per share, which was recently declared and is payable on May 4, 2005).
“This transaction represents an outstanding outcome for Provident’s shareholders with an annualized total return of over 50 percent from our private stock offering on August 3, 2004 and based on the current Ventas stock price,” said Darryl W. Copeland, Jr., Provident Chairman, President and CEO. “We believe this transaction creates one of the largest and most attractive REITs with ownership of a very high-quality portfolio leased to experienced operators with strong property operating performance and generating industry leading rental growth. When combined with its low leverage and earnings performance along with the benefits from this transaction and the rental reset right from Ventas’s primary tenant, Kindred Healthcare, Inc., we have confidence in the future value of Ventas’s equity and look forward to completing this merger.”
“We are delighted to announce this acquisition of Provident,” Ventas Chairman, President and CEO Debra A. Cafaro said. “The transaction expands our portfolio and substantially advances our strategic goals of increasing our private-pay revenue sources and increasing our tenant diversification by adding 68 high-quality, private-pay independent and assisted living assets to our portfolio. In addition to the many qualitative benefits, we expect it to be accretive to Ventas’s normalized Funds From Operations (FFO),” she added. “The two principal tenants of these properties are subsidiaries of Brookdale Living Communities, Inc. (‘Brookdale’) and Alterra Healthcare Corporation (‘Alterra’). Brookdale and Alterra are respected and experienced providers of care to seniors.”
Successful completion of the merger, in which Provident will merge with and into a newly formed subsidiary of Ventas, will require approval from a majority of Provident shareholders. The transaction does not require the vote of Ventas shareholders.
The merger agreement will also be subject to satisfaction of certain other conditions, including Ventas’s filing with the Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-4 and the declaration of effectiveness thereof by the SEC. There can be no assurance that the merger will close, or, if it does, when the closing will occur.
Friedman, Billings, Ramsey & Co., Inc. is acting as Provident’s financial advisor and Merrill Lynch is acting as Ventas’s exclusive financial advisor.
CONFERENCE CALL WEDNESDAY AT 9:00 A.M. (Eastern)
Ventas will hold a conference call to discuss this release on Wednesday, April 13, 2005 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time). The conference call is being web cast by CCBN and can be accessed at the Ventas website at http://www.ventasreit.com/. A replay of the web cast will be available at approximately 11:00 a.m. Eastern Time on April 13 and will be archived for thirty (30) days.
Provident Senior Living Trust is a self-administered and self-managed real estate investment trust headquartered in Princeton, New Jersey. Provident focuses on acquiring income-producing senior living properties, primarily independent and assisted living properties, located in the United States, that derive substantially all of their revenues from private pay sources. The Company currently has 68 properties in 19 states containing approximately 6,819 units, which are triple-net leased to experienced operators with substantial senior living expertise. More information can be found on Provident’s website at http://www.providentreit.com/.
Ventas, Inc. is a leading real estate investment trust that owns and invests in healthcare and senior housing assets located in 39 states. Ventas was the ninth best performing publicly listed U.S. corporation, and the best performing REIT, for the five-year period ended December 31, 2004, with a compound annual total shareholder return for that period of 59 percent. More information about Ventas can be found on its website at http://www.ventasreit.com/.
This press release may contain statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the current intent, belief or expectations of Provident, its trustees, or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. Important factors that could cause such differences include Provident’s ability to successfully complete the merger on the contemplated terms and the integration of Provident’s portfolio into Ventas, as well as the factors described in the “Risk Factors” section of Provident’s Registration Statement on Form S-11, as amended, filed with the Securities and Exchange Commission, and the risks and uncertainties described in Ventas’s filings with the Securities and Exchange Commission.
Provident Senior Living Trust
CONTACT: Charles A. Post, Chief Operating Officer, Provident SeniorLiving Trust, +1-609-720-0825 x101
Web site: http://www.ventasreit.com/
Web site: http://www.providentreit.com/
