Ventas and Sunrise REIT Announce Amendment to Purchase Agreement



    
    Ventas to Acquire Sunrise REIT at Cdn $16.50 Per Unit in Cash

    "Best and Final" Ventas Price is Recommended by Sunrise REIT Board

    Special Meeting of Sunrise REIT Unitholders Scheduled for April 19, 2007
    

    LOUISVILLE, Ky. and TORONTO, April 11 /CNW/ -- Ventas, Inc. (NYSE:   VTR)
("Ventas") and Sunrise Senior Living Real Estate Investment Trust (TSX:
SZR.UN) ("Sunrise REIT") announced today that they have agreed to amend the
purchase agreement they entered into on January 14, 2007 to reflect an
increase in the amount payable to unitholders of Sunrise REIT ("Unitholders")
from Cdn $15.00 per unit to Cdn $16.50 per unit.  The total value of the
transaction including debt is Cdn $2.28 billion (or approximately USD $1.97
billion).   A copy of the amendment to the purchase agreement will be filed on
SEDAR at www.sedar.com.
    In connection with the amendment to the purchase agreement, the Sunrise
REIT special meeting of Unitholders ("Special Meeting") to consider the
proposed transaction with Ventas has been scheduled for April 19, 2007 at
10:00 a.m. at the Toronto Stock Exchange.  The record date for Unitholders
entitled to vote at the meeting remains February 19, 2007 and the "outside
date" for the transaction has been extended to June 30, 2007 from May 31,
2007.
    Michael Warren, Chairman of Sunrise REIT and the Special Committee of the
Sunrise REIT Board of Trustees formed to consider the transaction, said:  "We
are very pleased to be able to announce this amended transaction, which is an
outstanding result for Unitholders.  With Ventas' 10% purchase price increase,
the final price represents a premium of approximately 57% over the volume
weighted average trading price of the REIT's units (the "Units") on the
Toronto Stock Exchange (the "TSX") for the 20-day period immediately preceding
the announcement of the original transaction in January.  The Sunrise REIT
Special Committee and Board of Trustees strongly recommend that Unitholders
vote FOR the proposed Ventas transaction at the upcoming Special Meeting."
    In connection with the amended purchase agreement, the Special Committee
received an opinion from TD Securities Inc. that the consideration to be
received by Unitholders in connection with the amended transaction is fair,
from a financial point of view, to such Unitholders.
    Debra A. Cafaro, Chairman, President and Chief Executive Officer of
Ventas, said: "We continue to be excited about the Sunrise REIT portfolio and
development pipeline which offer us diversification, high quality, private pay
and growth benefits.  It is important to underscore, however, that Cdn $16.50
is Ventas' 'best and final' price; if we do not complete this transaction at
this price, we will focus our attention on the other attractive acquisition
opportunities in our pipeline."
    In addition, as a part of the amended terms, if the purchase agreement is
terminated for any reason other than a breach by Ventas, Sunrise REIT has
agreed to reimburse Ventas for up to Cdn $10 million in expenses.  The amount
of the break-up fee that may become payable under the purchase agreement in
certain circumstances remains the same (and is not reduced by the expense
reimbursement).  The purchase agreement also contemplates that, conditioned on
the closing of the transaction, Ventas and Sunrise REIT will settle the
outstanding litigation that Ventas has filed against Sunrise REIT.
    The closing of the transaction is expected to occur on or about April 26,
2007 (the "Closing Date") pending approval of the Sunrise REIT Unitholders at
the Special Meeting.  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.
    As previously announced, Sunrise REIT will pay normal monthly
distributions of $0.0729 through March 2007 and a pro rata amount of Sunrise
REIT's regular monthly distribution for the period from April 1, 2007 up to
but excluding the Closing Date.
    The proposed transaction with Sunrise REIT will add 77 high-quality
private pay assisted living communities in the U.S. and Canada to Ventas'
portfolio and includes the exclusive right of first offer to acquire other
newly developed assets in Canada and portions of the U.S.  The 77 communities
are located in demographically desirable metropolitan areas of 19 states and
two Canadian provinces.  Ventas also expects to acquire for a fixed price two
newly constructed communities in the U.S. and Canada in 2007 or 2008.
    Sunrise Senior Living, Inc. (NYSE:   SRZ) ("Sunrise") developed most of the
acquired Sunrise REIT assets and will remain as the manager of all of the
properties under the existing long-term management contracts and is a minority
joint venture partner in 59 of the communities.
    Unitholders who have already voted FOR the proposed Ventas transaction
need not take any action, for their votes will be counted.  Those Unitholders
who wish to change their vote may deposit proxies for the Special Meeting
until 10:00 a.m. (Toronto time) on April 18, 2007.  An aggregate of 65,826,121
Units were issued and outstanding on the February 19, 2007 record date, and
are entitled to vote at the Special Meeting.  Sunrise REIT Unitholders are
reminded that their vote is important.  Any Unitholder who has not yet voted
is urged to vote FOR the proposed Ventas transaction.  In addition, any
Unitholder who has voted AGAINST the proposed Ventas transaction is encouraged
to change its vote and vote FOR the proposed Ventas transaction.  Unitholders
may vote their Units by telephone or by the Internet at
www.proxyvotecanada.com, and are advised that if they have any questions or
need any assistance in the voting or changing the voting of their Units, they
should contact their investment dealer or call either Georgeson Shareholder
Communications Inc. at 1-866-413-8828 or Kingsdale Shareholder Services Inc.
at 1-866-833-6977.
    Sunrise REIT Unitholders are encouraged to read the Management
Information Circular related to the proposed transaction with Ventas in its
entirety as it provides, among other things, a detailed discussion of the
process that led to the proposed transaction and the reasons behind the
Sunrise REIT Board of Trustees' recommendation that Unitholders vote FOR the
adoption of the purchase agreement.
    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.

    
    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 ability to
secure the approval of the unit holders of Sunrise Senior Living REIT for the
proposed transaction; (r) the movement of U.S. and Canadian exchange rates;
(s) 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 (t) 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: Joele Frank or Jamie Moser, both of Joele
Frank,  Wilkinson Brimmer Katcher, +1-212-355-4449, for Ventas; or Douglas
MacLatchy of  Sunrise REIT, +1-416-644-4954 x2222 Web Site:
http://www.ventasreit.com

Organization Profile

VENTAS, INC.

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SUNRISE SENIOR LIVING REAL ESTATE INVESTMENT TRUST

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