CHICAGO, Feb. 2, 2015 /PRNewswire/ -- Aviv REIT, Inc.
("Aviv") (NYSE: AVIV) announced today that it has set the date of
its special meeting of stockholders to consider and vote on, among
other things, a proposal to approve its previously announced merger
with Omega Healthcare Investors, Inc. ("Omega") (NYSE: OHI).
The special meeting will be held on Friday, March 27, 2015, at 10:00 a.m. Eastern time. Aviv stockholders
of record as of the close of business on February 12, 2015 will be entitled to receive
notice of and to participate at the special meeting.
Additional information about the special meeting is included in
the preliminary joint proxy statement/prospectus filed by Omega
with the Securities and Exchange Commission (the "SEC") on
January 5, 2015, and the definitive
joint proxy statement/prospectus which is expected to be mailed to
stockholders of record after the related registration statement is
declared effective by the SEC.
As previously announced on October 31,
2014, Omega and Aviv have entered into a definitive
agreement under which Omega will acquire all of the outstanding
shares of Aviv in a stock-for-stock merger. Under the terms of the
agreement, Aviv stockholders will receive a fixed exchange ratio of
0.90 Omega shares for each share of Aviv common stock they own.
Completion of the transaction is subject to satisfaction of
customary closing conditions, including the approval of
stockholders of both companies. The transaction is currently
expected to close in the first half of 2015.
Aviv REIT, Inc., based in Chicago, is a real estate investment trust
that specializes in owning post-acute and long-term care skilled
nursing facilities and other healthcare properties. Aviv is one of
the largest owners of SNFs in the United
States and has been in the business for over 30 years. The
Company currently owns 347 properties that are triple-net leased to
37 operators in 30 states.
For more information about the Company, please visit our website
at www.avivreit.com or contact: Craig M.
Bernfield, Chairman & Chief Executive Officer at
312-855-0930.
Forward-Looking Statements
This announcement includes forward-looking statements. Actual
results may differ materially from those reflected in such
forward-looking statements as a result of a variety of factors,
including, among other things: (i) the ability of the parties to
successfully file the definitive joint proxy statement/prospectus
with the SEC; (ii) the ability of the parties to close the proposed
transaction; (iii) risks relating to the integration of Aviv's
operations and employees into Omega and the possibility that the
anticipated synergies and other benefits of the proposed
acquisition will not be realized or will not be realized within the
expected timeframe; (iv) the outcome of any legal proceedings
related to the proposed transaction; and (vi) other factors
identified in Aviv's and Omega's filings with the SEC. Statements
regarding future events and developments are forward-looking
statements.
Additional Information about the Proposed Transaction and
Where to Find It
This press release does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any proxy, vote or approval. In connection with the
proposed transaction, Omega filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 containing
a preliminary joint proxy statement/prospectus. The information in
the preliminary joint proxy statement/prospectus is not complete
and may be changed. The definitive joint proxy
statement/prospectus will be mailed to stockholders of Omega and
Aviv after the registration statement is declared effective by the
SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors may obtain free copies of the registration
statement, the joint proxy statement/prospectus and other relevant
documents filed by Omega and Aviv with the SEC (if and when they
become available) through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by Omega with the SEC
will also be available free of charge on Omega's website at
www.omegahealthcare.com and copies of the documents filed by Aviv
with the SEC are available free of charge on Aviv's website at
www.avivreit.com.
Omega, Aviv and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Omega's and Aviv's shareholders in respect of the
proposed transaction. Information regarding Omega's directors and
executive officers can be found in Omega's definitive proxy
statement filed with the SEC on April 29,
2014. Information regarding Aviv's directors and executive
officers can be found in Aviv's definitive proxy statement filed
with the SEC on April 15, 2014.
Additional information regarding the interests of such potential
participants will be included in the joint proxy
statement/prospectus and other relevant documents filed with the
SEC in connection with the proposed transaction if and when they
become available. These documents are available free of charge on
the SEC's website and from Omega and Aviv, as applicable, using the
sources indicated above.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/aviv-reit-announces-special-meeting-date-300028951.html
SOURCE Aviv REIT, Inc.
