TORONTO, and LOUISVILLE, KY, April 16, 2007 /CNW/ - Sunrise Senior Living
Real Estate Investment Trust (TSX:SZR.UN) ("Sunrise REIT") and Ventas, Inc.
(NYSE: VTR) ("Ventas") announced today that Institutional Shareholder Services
of Canada (ISS), a leading independent voting advisory service, recommends
that Sunrise REIT unitholders vote FOR the amended Ventas offer pursuant to
which the redemption amount payable to unitholders has been increased to
Cdn$16.50 per unit.
ISS had originally recommended that Sunrise REIT unitholders vote in
favor of Ventas' acquisition of Sunrise REIT, which at that time would have
resulted in a Cdn$15.00 price to Sunrise REIT unitholders, but subsequently
changed its recommendation. Following the announcement of the amended
agreement between Ventas and Sunrise REIT by which, among other things, the
price was increased to Cdn$16.50 per unit, which Ventas has advised is its
"best and final" price, ISS issued an Alert updating its analysis and
recommending that Sunrise REIT unitholders vote in favor of the amended Ventas
"We are pleased that ISS has recommended that Sunrise REIT's unitholders
vote FOR the amended Ventas offer," said Sunrise REIT Chairman R. Michael
Warren. "Not only is the amended Ventas offer a very significant premium to
trading prices for the REIT's units prior to announcement of the original
Ventas offer, it represents an outstanding premium as compared to other recent
Canadian REIT transactions. We firmly believe that the Cdn$16.50 provides
unitholders with excellent value for Sunrise REIT. The Special Committee and
board of trustees of Sunrise REIT strongly recommend that unitholders vote FOR
the amended Ventas offer at the special meeting this Thursday, April 19."
In its April 13, 2007 report, ISS noted, among other things:
- "The increased Ventas offer is the only one available and there are
no indications of interest from any other players at this moment.
The Trust board fully backs this deal and 'strongly' recommends that
unit holders vote in favour. Ventas has indicated the improved
$16.50 offer is their 'best and final' indicating that another
increase is not a consideration. Ventas will drop the lawsuit if the
acquisition [is] approved."(*)
- "Even if there is a contending bidder, it will have to face the break
fee, expenses reimbursement, and continuing lawsuit. An equivalent
offer will be $17.20 per unit after break fee and expense
- "In the case that the deal is not approved and no new bidder comes
out, the price of units would face the downward pressure of the
trust's stand-alone intrinsic value."(*)
- "Having reviewed the valuation issues raised by Ventas in their
public filings, we are inclined to support the view that the
increased offer of $16.50 per unit is a fair price for the
(*) Permission to use quotations was neither sought nor obtained.
A copy of Sunrise REIT's Supplemental Management Information Circular
mailed to unitholders in connection with the special meeting is available on
SEDAR at www.sedar.com and on Sunrise REIT's website at www.sunrisereit.com.
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. Any unitholder that has already voted FOR the proposed Ventas
transaction need not take any action, as their votes will be counted. Any
unitholder who has voted against the proposed Ventas transaction is encouraged
to change its vote and vote FOR the proposed Ventas transaction. 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.
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.
About Sunrise REIT (TSX:SZR.UN)
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.
About Ventas Inc. (NYSE: VTR)
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
For further information:
For further information: Sunrise REIT: Douglas MacLatchy, (416) 644-4954
x2222; Ventas: Joele Frank, Jamie Moser, Joele Frank, Wilkinson Brimmer
Katcher, (212) 355-4449