TOLEDO,
Ohio and KANSAS CITY,
Mo., Jan. 29, 2025 /PRNewswire/ -- Welltower®
Inc (NYSE: WELL) ("Welltower") and NorthStar Healthcare Income,
Inc. ("NorthStar Healthcare"), an internally managed, public,
non-listed real estate investment trust (REIT) that owns a
diversified portfolio of seniors housing properties located
throughout the United States,
today announced that NorthStar Healthcare has entered into a
definitive merger agreement to be acquired by an affiliate of
Welltower, in an all cash transaction with an approximate
enterprise value of $900 million.
Under the terms of the merger agreement, NorthStar Healthcare's
stockholders will receive $3.03 per
share in cash. This per share consideration exceeds the net asset
value per share of $2.96 determined
by NorthStar Healthcare's board of directors as of June 30, 2024.
Kendall Young, Chief Executive
Officer and President of NorthStar Healthcare said, "Over the past
few years, we have been executing on a disciplined strategy to
improve the performance of our portfolio and opportunistically
pursue dispositions, to create value and position NorthStar
Healthcare for a liquidity event. We are pleased to have reached
this agreement with Welltower, which is the culmination of
these efforts and a great outcome for our stockholders, delivering
a compelling, certain, cash value for their shares."
Nikhil Chaudhri, Co-President and
Chief Investment Officer of Welltower said, "We are delighted to
have reached an agreement to acquire NorthStar's portfolio of 40
seniors housing communities, which portfolio, subject to
satisfaction of closing conditions and closing under the merger
agreement, Welltower anticipates will be allocated to an entity
affiliated with its recently announced funds management business.
We expect that this portfolio will serve to further enhance our
regional densification strategy through our existing geographic
footprint and network of exceptional seniors housing operators. It
has been a pleasure to work with Kendall and the NorthStar team to
attain this win-win outcome for shareholders of both
companies."
Approvals and Timing
The proposed acquisition of NorthStar Healthcare by an
affiliate of Welltower (the "Merger"), which has been unanimously
approved by NorthStar Healthcare's board of directors, is expected
to close in the first half of 2025, subject to customary closing
conditions, including approval by NorthStar Healthcare's
stockholders, who will vote on the Merger at a special meeting on a
date to be announced by NorthStar Healthcare. The Merger is not
subject to a financing condition.
Under the terms of the merger agreement, NorthStar Healthcare's
board of directors and advisors may actively initiate, solicit and
consider alternative acquisition proposals during a 40-day "go
shop" period starting from the date of the merger agreement.
NorthStar Healthcare will have the right to terminate the merger
agreement to accept a superior proposal subject to the terms and
conditions of the merger agreement. There can be no assurances that
this process will result in a superior proposal, and NorthStar
Healthcare does not intend to disclose developments with respect to
this alternative acquisition proposal solicitation process unless
and until NorthStar Healthcare's board of directors makes a
determination requiring further disclosure.
Advisors
CS Capital Advisors is serving as financial advisor, and
Morrison & Foerster LLP is serving as legal advisor, to
NorthStar Healthcare.
About NorthStar Healthcare
NorthStar Healthcare, together with its consolidated
subsidiaries, owns a diversified portfolio of seniors housing
properties, including independent living facilities, assisted
living facilities and memory care facilities located throughout
the United States. NorthStar
Healthcare was formed in October 2010
as a Maryland corporation and
commenced operations in February
2013. NorthStar Healthcare elected to be taxed as a REIT
under the Internal Revenue Code of 1986, as amended, commencing
with the taxable year ended December 31,
2013. NorthStar Healthcare conducts its operations so as to
continue to qualify as a REIT for U.S. federal income tax
purposes.
About Welltower
Welltower® Inc. (NYSE: WELL),
an S&P 500 company headquartered
in Toledo, Ohio, is driving the transformation of health
care infrastructure. Welltower invests with leading seniors housing
operators, post-acute providers, and health systems to fund the
real estate infrastructure needed to scale innovative care delivery
models and improve people's wellness and overall health care
experience. Welltower, a real estate investment trust, owns
interests in properties concentrated in major, high-growth markets
in the United States, Canada, and the United
Kingdom, consisting of seniors housing, post-acute communities and
outpatient medical properties. More information is available
at www.welltower.com.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote or approval in connection with the Merger. In connection with
the proposed Merger, NorthStar Healthcare will file a proxy
statement on Schedule 14A (the "Proxy Statement") with
the Securities and Exchange Commission (the "SEC"), which
NorthStar Healthcare will furnish to its stockholders in connection
with the special meeting of the stockholders to vote on the Merger.
This communication is not a substitute for the Proxy Statement or
any other document that NorthStar Healthcare may file with
the SEC or send to its stockholders in connection with
the Merger. BEFORE MAKING ANY VOTING DECISION, WE URGE STOCKHOLDERS
TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NORTHSTAR HEALTHCARE
AND THE PROPOSED MERGER. The proposals for consideration by
NorthStar Healthcare's stockholders regarding the Merger will be
made solely through the Proxy Statement. Stockholders will be able
to obtain free copies of the Proxy Statement and other documents
filed by NorthStar Healthcare with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed by NorthStar Healthcare with the SEC will be
available free of charge in the Investor Relations section of
NorthStar Healthcare's website
at www.northstarhealthcarereit.com.
Participants in the Solicitation
Pursuant to SEC rules, the directors and executive officers
of NorthStar Healthcare may be deemed to be participants in the
solicitation of proxies in connection with the approval of the
proposed Merger. Information regarding NorthStar Healthcare's
directors and executive officers and their respective interests in
NorthStar Healthcare by security holdings or otherwise is available
in (i) NorthStar Healthcare's definitive proxy statement on
Schedule 14A for its 2024 annual meeting of stockholders, which was
filed with the SEC on April 15, 2024 and (ii)
subsequent statements of changes in beneficial ownership on file
with the SEC. Additional information regarding the interests
of such potential participants will be included in the Proxy
Statement and other relevant materials to be filed with
the SEC, when they become available, including in connection
with the solicitation of proxies to approve the proposed Merger.
These documents may be obtained free of charge from
the SEC's website
at www.sec.gov and NorthStar Healthcare's website at
www.northstarhealthcarereit.com.
Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of the federal securities laws. These forward-looking
statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "anticipate,"
"believe," "expect," "estimate," "plan," or "intend" or other words
or phrase of similar import. These statements are based on current
expectations, estimates and projections about the industry, markets
in which NorthStar Healthcare operates, management's beliefs,
assumptions made by management and the Merger described in this
communication. While NorthStar
Healthcare's management believes the assumptions underlying
the forward-looking statements and information are reasonable, such
information is necessarily subject to uncertainties and may involve
certain risks, many of which are difficult to predict and are
beyond management's control. These risks include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (2) the nature, cost and outcome of any litigation and
other legal proceedings, including any such proceedings related to
the Merger that may be instituted against the parties and others
following announcement of the merger agreement; (3) the inability
to consummate the Merger within the anticipated time period, or at
all, due to any reason, including the failure to obtain the
requisite stockholder approval, failure to obtain any required
regulatory approvals or the failure to satisfy other conditions to
completion of the Merger; (4) risks that the proposed Merger
disrupts current plans and operations of NorthStar Healthcare or
diverts management's attention from its ongoing business; (5) the
ability to recognize the anticipated benefits of the Merger; (6)
the amount of the costs, fees, expenses and charges related to the
Merger; (7) the risk that the merger agreement may be terminated in
circumstances requiring NorthStar Healthcare to pay a termination
fee; (8) the effect of the announcement of the Merger on the
ability of NorthStar Healthcare to retain and hire key personnel
and maintain relationships with its managers, residents and others
with whom it does business; (9) the effect of the announcement of
the Merger on NorthStar Healthcare's operating results and business
generally; and (10) the other risks and important factors contained
and identified in NorthStar Healthcare's filings with the SEC,
such as NorthStar Healthcare's Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, as well as NorthStar
Healthcare's subsequent reports on Form 10-K, Form 10-Q or Form 8-K
filed from time to time, any of which could cause actual results to
differ materially from the forward-looking statements in this
communication.
There can be no assurance that the Merger will be
consummated. We caution investors not to unduly rely on any
forward-looking statements. The forward-looking statements speak
only as of the date of this communication. NorthStar Healthcare
undertakes no obligation or duty to update or revise any of these
forward-looking statements after the date of this communication,
nor to conform prior statements to actual results or revised
expectations, and NorthStar Healthcare does not intend to do
so.
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SOURCE Welltower Inc.
