Sunrise REIT unitholders approve acquisition by Ventas



    LOUISVILLE, KY and TORONTO, ON, April 19, 2007 /CNW/ - Ventas, Inc.
(NYSE:   VTR) ("Ventas") and Sunrise Senior Living Real Estate Investment Trust
(TSX: SZR.UN) ("Sunrise REIT") today announced that the unitholders of Sunrise
REIT voted in favor of Ventas' amended offer. At a Special Meeting of Sunrise
REIT unitholders held today, the acquisition of Sunrise REIT by Ventas was
approved.
    The closing of the transaction is expected to occur on or about April 26,
2007 (the "Closing Date"). It is the intention of Sunrise REIT to effect the
redemption of all of the issued and outstanding Units as soon as possible on
or after the Closing Date.
    "We are extremely pleased with the outcome of today's vote," said Debra
A. Cafaro, Chairman, CEO and President of Ventas. "Today's results confirm the
compelling nature of this transaction. We are excited about adding the Sunrise
REIT portfolio to our Company. It is a transformational acquisition that
includes 77 high quality, private pay senior living communities in North
America; gives us access to an exclusive development pipeline; creates a new,
important relationship with Sunrise Senior Living, Inc.; provides entry into
the attractive Canadian seniors housing market; and should result in excellent
growth going forward. We look forward to leveraging the benefits of this
acquisition to continue generating superior returns for our shareholders. We
intend to complete this transaction as quickly as possible and we anticipate a
smooth transition."
    Michael Warren, Chairman of Sunrise REIT and the Special Committee of the
Sunrise REIT Board of Trustees formed to consider the transaction, said: "We
believe that this transaction is the best outcome for our unitholders, our
employees and the future of Sunrise REIT. On behalf of Sunrise REIT's Board of
Trustees, I want to thank our unitholders and hard-working employees for their
support throughout this process. We are glad to have been able to enhance
value for our unitholders and deliver a significant cash premium to them with
Ventas transaction."
    Merrill Lynch & Co. is acting as Ventas' exclusive financial advisor.
Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt LLP are acting as
legal advisors to Ventas. TD Securities Inc. is acting as Sunrise REIT's
exclusive financial advisor. Stikeman Elliott LLP are acting as legal advisors
to Sunrise REIT.

    About Ventas

    Ventas, Inc. is a leading healthcare real estate investment trust. Its
diverse portfolio of properties located in 43 states includes independent and
assisted living facilities, skilled nursing facilities, hospitals and medical
office buildings. More information about Ventas can be found on its website at
www.ventasreit.com.

    About Sunrise REIT

    Sunrise REIT was formed to indirectly acquire, own and invest in
income-producing senior living communities in major metropolitan markets and
their surrounding suburban areas in Canada and the United States. Sunrise REIT
owns 77 senior living communities, 11 in Canada and 66 in the United States.
All of Sunrise REIT's senior living communities are managed by Sunrise Senior
Living, Inc. one of the largest providers of senior living services in North
America. Sunrise REIT also directly acquires interests in newly developed
senior living communities through development and financing arrangements with
Sunrise Senior Living, Inc.

    This press release includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements regarding
Ventas, Inc.'s ("Ventas" or the "Company") and its subsidiaries' expected
future financial position, results of operations, cash flows, funds from
operations, dividends and dividend plans, financing plans, business strategy,
budgets, projected costs, capital expenditures, competitive positions,
acquisitions, investment opportunities, merger integration, growth
opportunities, expected lease income, continued qualification as a real estate
investment trust ("REIT"), plans and objectives of management for future
operations and statements that include words such as "anticipate," "if,"
"believe," "plan," "estimate," "expect," "intend," "may," "could," "should,"
"will" and other similar expressions are forward-looking statements. Such
forward-looking statements are inherently uncertain, and security holders must
recognize that actual results may differ from the Company's expectations. The
Company does not undertake a duty to update such forward-looking statements,
which speak only as of the date on which they are made.

    The Company's actual future results and trends may differ materially
depending on a variety of factors discussed in the Company's filings with the
Securities and Exchange Commission. Factors that may affect the Company's
plans or results include without limitation: (a) the ability and willingness
of the Company's operators, tenants, borrowers, managers and other third
parties, as applicable, to meet and/or perform the obligations under their
various contractual arrangements with the Company; (b) the ability and
willingness of Kindred Healthcare, Inc. (together with its subsidiaries,
"Kindred"), Brookdale Living Communities, Inc. (together with its
subsidiaries, "Brookdale") and Alterra Healthcare Corporation (together with
its subsidiaries, "Alterra") to meet and/or perform their obligations to
indemnify, defend and hold the Company harmless from and against various
claims, litigation and liabilities under the Company's respective contractual
arrangements with Kindred, Brookdale and Alterra; (c) the ability of the
Company's operators, tenants, borrowers and managers, as applicable, to
maintain the financial strength and liquidity necessary to satisfy their
respective obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities; (d) the
Company's success in implementing its business strategy and the Company's
ability to identify, underwrite, finance, consummate and integrate
diversifying acquisitions or investments, including those in different asset
types and outside the United States; (e) the nature and extent of future
competition; (f) the extent of future or pending healthcare reform and
regulation, including cost containment measures and changes in reimbursement
policies, procedures and rates; (g) increases in the Company's cost of
borrowing; (h) the ability of the Company's operators and managers, as
applicable, to deliver high quality services and to attract residents and
patients; (i) the results of litigation affecting the Company; (j) changes in
general economic conditions and/or economic conditions in the markets in which
the Company may, from time to time, compete; (k) the Company's ability to pay
down, refinance, restructure and/or extend its indebtedness as it becomes due;
(l) the movement of interest rates and the resulting impact on the value of
and the accounting for the Company's interest rate swap agreement; (m) the
Company's ability and willingness to maintain its qualification as a REIT due
to economic, market, legal, tax or other considerations; (n) final
determination of the Company's taxable net income for the year ended December
31, 2006 and for the year ending December 31, 2007; (o) the ability and
willingness of the Company's tenants to renew their leases with the Company
upon expiration of the leases, including without limitation Kindred's
willingness to renew any or all of its bundles of leased properties expiring
in 2008, and the Company's ability to relet its properties on the same or
better terms in the event such leases expire and are not renewed by the
existing tenants; (p) risks associated with the proposed acquisition of
Sunrise Senior Living REIT, including the Company's ability to successfully
complete the transaction on the contemplated terms and to timely and fully
realize the expected revenues and cost savings therefrom; (q) the movement of
U.S. and Canadian exchange rates; (r) year-over-year changes in the Consumer
Price Index and the effect of those changes on the rent escalators, including
the rent escalator for Master Lease 2 with Kindred, and the Company's
earnings; and (s) the impact on the liquidity, financial condition and results
of operations of the Company's operators, tenants, borrowers and managers, as
applicable, resulting from increased operating costs and uninsured liabilities
for professional liability claims, and the ability of the Company's operators,
tenants, borrowers and managers to accurately estimate the magnitude of such
liabilities. Many of these factors are beyond the control of the Company and
its management.





For further information:

For further information: Ventas: Joele Frank, Jamie Moser, Joele Frank,
Wilkinson Brimmer Katcher, (212) 355-4449; Sunrise REIT: Douglas MacLatchy,
(416) 644-4954 x2222

Organization Profile

SUNRISE SENIOR LIVING REAL ESTATE INVESTMENT TRUST

More on this organization

VENTAS, INC.

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