NASHVILLE, Tenn., May 15, 2019 /PRNewswire/ -- MedEquities
Realty Trust, Inc. (NYSE: MRT) today announced that, at the special
meeting of MedEquities stockholders held today, stockholders voted
to approve the proposed merger with Omega Healthcare Investors,
Inc. (NYSE: OHI), pursuant to the merger agreement dated
January 2, 2019, as amended.
Approximately 99.9% of the votes cast at the special meeting
voted in favor of the approval of the merger, which represented
approximately 79.5% of the total outstanding shares of MedEquities
common stock as of the March 4, 2019
record date for the special meeting.
Subject to the satisfaction or waiver of the remaining
conditions to closing, the merger is expected to close on
Friday, May 17, 2019. Under the terms
of the merger agreement, each outstanding share of MedEquities
common stock will be converted automatically into the right to
receive 0.235 of a share of Omega common stock and $2.00 in cash. Separately, pursuant to the terms
of the merger agreement, MedEquities will declare a special cash
dividend of $0.21 per share of
MedEquities common stock, payable to the holders of MedEquities
common stock as of the closing date of the merger (the "closing
dividend"). The closing dividend will be payable together with the
cash consideration from the merger.
MedEquities also today announced a payment date of today,
May 15, 2019, for the Company's
previously announced cash dividend of $0.21 per share, the payment of which was
conditioned upon the approval of the merger by MedEquities
stockholders (the "conditional dividend"). The conditional dividend
is payable to holders of MedEquities common stock as of the record
date of March 11, 2019 (subject to
due‑bill trading as described below). The conditional dividend is
in addition to, and separate from, the closing dividend described
above.
Important Information About the Conditional Dividend
Due to the contingent nature of the conditional dividend, as
required by the rules of the NYSE, MedEquities common stock has
traded with "due bills," representing an assignment of the right to
receive the conditional dividend, since March 8, 2019 (one business day prior to the
record date) through the conditional dividend payment date (such
period of time the "due-bill period"). AS A RESULT, HOLDERS OF
MEDEQUITIES COMMON STOCK ON THE RECORD DATE MUST HOLD MEDEQUITIES
COMMON STOCK THROUGH THE CONDITIONAL DIVIDEND PAYMENT DATE IN ORDER
TO BE ENTITLED TO RECEIVE THE CONDITIONAL DIVIDEND.
MEDEQUITIES STOCKHOLDERS WHO SELL THEIR SHARES ON OR BEFORE THE
CONDITIONAL DIVIDEND PAYMENT DATE WILL NOT BE ENTITLED TO RECEIVE
THE CONDITIONAL DIVIDEND. PURCHASERS OF MEDEQUITIES COMMON
STOCK DURING THE DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE
AFTER THE DUE-BILL PERIOD) WHO HOLD SUCH SHARES ON THE CONDITIONAL
DIVIDEND PAYMENT DATE WILL BE ENTITLED TO RECEIVE THE CONDITIONAL
DIVIDEND. STOCKHOLDERS THAT SELL MEDEQUITIES COMMON STOCK DURING
THE DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE AFTER THE
DUE-BILL PERIOD) WILL NOT BE ENTITLED TO RECEIVE THE CONDITIONAL
DIVIDEND.
Due bills obligate a seller of shares of stock to deliver the
dividend to the buyer. The due-bill obligations are settled
customarily between the brokers representing buyers and sellers of
the stock. MedEquities has no obligation for either the amount of
the due bill or the processing of the due bill. Buyers and sellers
of MedEquities common stock during the due-bill period should
consult with their broker before trading in MedEquities common
stock to be sure they understand the effect of the NYSE's due-bill
procedures.
MedEquities common stock will begin to trade ex-dividend on
May 16, 2019, the first business day
after the conditional dividend payment date. AS A RESULT, INVESTORS
WHO ENTER INTO TRADES TO PURCHASE MEDEQUITIES COMMON STOCK ON OR
AFTER THE EX-DIVIDEND DATE WILL NOT RECEIVE THE CONDITIONAL
DIVIDEND.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
concerning MedEquities, Omega, the proposed transaction between
MedEquities and Omega, and the conditional dividend. All statements
other than statements of fact, including information concerning
future results, are forward-looking statements. These
forward-looking statements are generally identified by the words
"anticipate," "believe," "estimate," "expect," "intend," "may,"
"could" or similar expressions. Such forward-looking statements
include, but are not limited to, statements about the expected
timing of completion of the proposed transaction. There are several
factors which could cause actual plans and results to differ
materially from those expressed or implied in forward-looking
statements. Such factors include, but are not limited to, the
failure to obtain, or delays in obtaining, required regulatory and
court approvals, and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the proposed transaction, or
the failure to satisfy any of the other conditions to the proposed
transaction on a timely basis or at all; the occurrence of events
that may give rise to a right of one or both of the parties to
terminate the merger agreement; adverse effects on the market price
of MedEquities' common stock or Omega's common stock and on
MedEquities' or Omega's operating results because of a failure to
complete the proposed transaction in the anticipated timeframe or
at all; the ability of MedEquities, Omega and the combined company
to make payments on debt or to repay existing or future
indebtedness when due or to comply with the covenants contained
therein; adverse conditions in the credit markets; negative effects
of the announcement, pendency or consummation of the proposed
transaction on the market price of MedEquities' common stock or
Omega's common stock and on MedEquities' or Omega's operating
results, including as a result of changes in tenant, employee or
other business relationships; significant transaction costs,
including financing costs, and unknown liabilities; the risk of
litigation or regulatory actions; the risk that certain contractual
restrictions contained in the merger agreement during the pendency
of the proposed transaction could adversely affect MedEquities' or
Omega's ability to pursue business opportunities or strategic
transactions; effects of changes in the regulatory environment in
which MedEquities and Omega operate; changes in global, political,
economic, business, competitive and market conditions; changes in
tax and other laws and regulations; and other risks and
uncertainties detailed in MedEquities' Annual Report on Form 10-K
for the fiscal year ended December 31,
2018 and in any subsequent reports on Form 10-Q, including
in the sections thereof captioned "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements," as well as in any
subsequent reports on Form 8-K and other filings made by
MedEquities, all of which are or will be filed with the SEC and
available at www.sec.gov and www.medequities.com. Forward-looking
statements are based on current expectations and assumptions, which
are subject to risks and uncertainties that may cause actual
results to differ materially from those expressed in or implied by
such forward-looking statements. Given these risks and
uncertainties, persons reading this communication are cautioned not
to place undue reliance on such forward-looking statements.
MedEquities assumes no obligation to update or revise the
information contained in this communication (whether as a result of
new information, future events or otherwise), except as required by
applicable law.
About MedEquities Realty Trust, Inc.
MedEquities Realty Trust (NYSE: MRT) is a self-managed and
self-administered real estate investment trust that invests in a
diversified mix of healthcare properties and healthcare-related
real estate debt investments. For more information, please visit
www.medequities.com.
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SOURCE MedEquities Realty Trust, Inc.