Health Care REIT, Inc. (NYSE:HCN) and Windrose Medical Properties
Trust (NYSE:WRS) announced today their management teams have agreed
in principle to enter into an amendment to their recently announced
merger agreement that will provide for the conversion of each of
Windrose�s 7.5% Series A Cumulative Convertible Preferred Shares
that is issued and outstanding immediately prior to the completion
of the merger into a share of a new series of Health Care REIT
convertible preferred stock having substantially similar rights and
preferences. This proposed amendment to the merger agreement will
be subject to approval by Windrose�s board of trustees. This
proposed consideration for the Windrose preferred shares would be
in lieu of the previously announced intention for preferred
shareholders to receive the sum of $25.00 in cash per share plus an
amount equal to any accrued and unpaid dividends without interest
at the closing. Prior to the closing of the merger, each Windrose
preferred share will continue to be convertible into Windrose
common shares, in whole or in part, at any time at the option of
the holder at a conversion rate of 1.5873 Windrose common shares
per Windrose preferred share. Pursuant to the proposed amendment to
the merger agreement, at the effective time of the merger, to the
extent that Windrose preferred shares have not been converted into
Windrose common shares, each holder of Windrose 7.5% Series A
Cumulative Convertible Preferred Shares will receive an equivalent
number of shares of Health Care REIT 7.5% Series G Cumulative
Convertible Preferred Stock. After the merger, holders of shares of
the Health Care REIT Series G Preferred Stock will have the right
to convert each share into the number of fully paid shares of
Health Care REIT common stock obtained by multiplying the 1.5873
conversion ratio by the exchange ratio. The exchange ratio, which
will be determined in accordance with the merger agreement, was
0.4509 based on the closing price of Health Care REIT and Windrose
on the day preceding the announcement of the merger and is subject
to increase up to a maximum of 0.4650 in the event of a decrease in
the average trading price of Health Care REIT�s common stock during
a period prior to the closing of the merger as set forth in the
merger agreement. Based on yesterday�s closing price of Health Care
REIT�s common stock, each new share of Health Care REIT 7.5% Series
G Cumulative Covertible Preferred Stock would be convertible into
0.7157 of a share of Health Care REIT common stock. Health Care
REIT, Inc., with headquarters in Toledo, Ohio, is a real estate
investment trust that invests in health care and senior housing
properties. At June 30, 2006, Health Care REIT, Inc. had
investments in 464 facilities in 37 states with 57 operators and
had total assets of approximately $3.1 billion. The portfolio
included 35 independent living/continuing care retirement
communities, 203 assisted living facilities, 213 skilled nursing
facilities and 13 specialty care facilities. More information is
available on the Internet at www.hcreit.com. Windrose Medical
Properties Trust is a self-managed real estate investment trust
based in Indianapolis, Indiana with offices in Nashville,
Tennessee. Windrose was formed to acquire, selectively develop and
manage specialty medical properties, such as medical office
buildings, ambulatory surgery centers, outpatient treatment
diagnostic facilities, physician group practice clinics, specialty
hospitals and treatment centers. More information is available on
the Internet at www.windrosempt.com. Additional Information and
Where to Find It In connection with this proposed transaction, a
registration statement of Health Care REIT, which will contain a
proxy statement/prospectus, will be filed with the United States
Securities and Exchange Commission (�SEC�). Investors are urged to
carefully read the proxy statement/prospectus and any other
relevant documents filed with the SEC when they become available
because they will contain important information. Investors will be
able to obtain the registration statement, including the proxy
statement/prospectus, and all other relevant documents filed by
Health Care REIT or Windrose with the SEC free of charge at the
SEC�s Web site www.sec.gov or, with respect to documents filed by
Health Care REIT, from Health Care REIT Investor Relations at One
SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio, 43603-1475,
419-247-2800 and, with respect to documents filed by Windrose, from
Windrose Investor Relations at 3502 Woodview Trace, Suite 210,
Indianapolis, Indiana, 46268, 317-860-8875. Participants in the
Solicitation The respective directors, trustees, executive officers
and other members of management and employees of Health Care REIT
and Windrose may be deemed to be participants in the solicitation
of proxies from the shareholders of Windrose in favor of the
transactions. Information about Health Care REIT and its directors
and executive officers, and their ownership of Health Care REIT
securities, is set forth in the proxy statement for Health Care
REIT�s 2006 Annual Meeting of Stockholders, which was filed with
the SEC on March 28, 2006. Information about Windrose and its
trustees and executive officers, and their ownership of Windrose
securities, is set forth in the proxy statement for the 2006 Annual
Meeting of Shareholders of Windrose, which was filed with the SEC
on April 10, 2006. Additional information regarding the interests
of those persons may be obtained by reading the proxy
statement/prospectus when it becomes available. This document may
contain �forward-looking� statements as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements describe, among other things, the beliefs, expectations,
plans and strategies of Health Care REIT, Windrose and the combined
entity that are not based on historical facts. These
forward-looking statements concern and are based upon, among other
things, the prospective merger of Health Care REIT and Windrose;
approval by Windrose�s board of trustees of the proposed amendment
to the merger agreement; and the expected terms of the new series
of Health Care REIT preferred stock to be issued in the merger (as
contemplated by the proposed amendment to the merger agreement).
Forward-looking statements include any statement that includes
words such as �may,� �will,� �intend,� �should,� �believe,�
�expect,� �anticipate,� �project,� �estimate� or similar
expressions. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties. Expected
results may not be achieved, and actual results may differ
materially from expectations. This may be caused by various
factors, including, but not limited to: Windrose�s board of
trustees not approving the amendment to the merger agreement;
delays in the implementation and execution of merger integration
plans; unexpected delays or conditions to receipt of shareholder
and third party approvals; and other risks and uncertainties
described from time to time in Health Care REIT/Windrose public
filings with the SEC. Neither Health Care REIT nor Windrose assume
any obligation to update or revise any forward-looking statements
or to update the reasons why actual results could differ from those
projected in any forward-looking statements. Health Care REIT, Inc.
(NYSE:HCN) and Windrose Medical Properties Trust (NYSE:WRS)
announced today their management teams have agreed in principle to
enter into an amendment to their recently announced merger
agreement that will provide for the conversion of each of
Windrose's 7.5% Series A Cumulative Convertible Preferred Shares
that is issued and outstanding immediately prior to the completion
of the merger into a share of a new series of Health Care REIT
convertible preferred stock having substantially similar rights and
preferences. This proposed amendment to the merger agreement will
be subject to approval by Windrose's board of trustees. This
proposed consideration for the Windrose preferred shares would be
in lieu of the previously announced intention for preferred
shareholders to receive the sum of $25.00 in cash per share plus an
amount equal to any accrued and unpaid dividends without interest
at the closing. Prior to the closing of the merger, each Windrose
preferred share will continue to be convertible into Windrose
common shares, in whole or in part, at any time at the option of
the holder at a conversion rate of 1.5873 Windrose common shares
per Windrose preferred share. Pursuant to the proposed amendment to
the merger agreement, at the effective time of the merger, to the
extent that Windrose preferred shares have not been converted into
Windrose common shares, each holder of Windrose 7.5% Series A
Cumulative Convertible Preferred Shares will receive an equivalent
number of shares of Health Care REIT 7.5% Series G Cumulative
Convertible Preferred Stock. After the merger, holders of shares of
the Health Care REIT Series G Preferred Stock will have the right
to convert each share into the number of fully paid shares of
Health Care REIT common stock obtained by multiplying the 1.5873
conversion ratio by the exchange ratio. The exchange ratio, which
will be determined in accordance with the merger agreement, was
0.4509 based on the closing price of Health Care REIT and Windrose
on the day preceding the announcement of the merger and is subject
to increase up to a maximum of 0.4650 in the event of a decrease in
the average trading price of Health Care REIT's common stock during
a period prior to the closing of the merger as set forth in the
merger agreement. Based on yesterday's closing price of Health Care
REIT's common stock, each new share of Health Care REIT 7.5% Series
G Cumulative Covertible Preferred Stock would be convertible into
0.7157 of a share of Health Care REIT common stock. Health Care
REIT, Inc., with headquarters in Toledo, Ohio, is a real estate
investment trust that invests in health care and senior housing
properties. At June 30, 2006, Health Care REIT, Inc. had
investments in 464 facilities in 37 states with 57 operators and
had total assets of approximately $3.1 billion. The portfolio
included 35 independent living/continuing care retirement
communities, 203 assisted living facilities, 213 skilled nursing
facilities and 13 specialty care facilities. More information is
available on the Internet at www.hcreit.com. Windrose Medical
Properties Trust is a self-managed real estate investment trust
based in Indianapolis, Indiana with offices in Nashville,
Tennessee. Windrose was formed to acquire, selectively develop and
manage specialty medical properties, such as medical office
buildings, ambulatory surgery centers, outpatient treatment
diagnostic facilities, physician group practice clinics, specialty
hospitals and treatment centers. More information is available on
the Internet at www.windrosempt.com. Additional Information and
Where to Find It In connection with this proposed transaction, a
registration statement of Health Care REIT, which will contain a
proxy statement/prospectus, will be filed with the United States
Securities and Exchange Commission ("SEC"). Investors are urged to
carefully read the proxy statement/prospectus and any other
relevant documents filed with the SEC when they become available
because they will contain important information. Investors will be
able to obtain the registration statement, including the proxy
statement/prospectus, and all other relevant documents filed by
Health Care REIT or Windrose with the SEC free of charge at the
SEC's Web site www.sec.gov or, with respect to documents filed by
Health Care REIT, from Health Care REIT Investor Relations at One
SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio, 43603-1475,
419-247-2800 and, with respect to documents filed by Windrose, from
Windrose Investor Relations at 3502 Woodview Trace, Suite 210,
Indianapolis, Indiana, 46268, 317-860-8875. Participants in the
Solicitation The respective directors, trustees, executive officers
and other members of management and employees of Health Care REIT
and Windrose may be deemed to be participants in the solicitation
of proxies from the shareholders of Windrose in favor of the
transactions. Information about Health Care REIT and its directors
and executive officers, and their ownership of Health Care REIT
securities, is set forth in the proxy statement for Health Care
REIT's 2006 Annual Meeting of Stockholders, which was filed with
the SEC on March 28, 2006. Information about Windrose and its
trustees and executive officers, and their ownership of Windrose
securities, is set forth in the proxy statement for the 2006 Annual
Meeting of Shareholders of Windrose, which was filed with the SEC
on April 10, 2006. Additional information regarding the interests
of those persons may be obtained by reading the proxy
statement/prospectus when it becomes available. This document may
contain "forward-looking" statements as defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements describe, among other things, the beliefs, expectations,
plans and strategies of Health Care REIT, Windrose and the combined
entity that are not based on historical facts. These
forward-looking statements concern and are based upon, among other
things, the prospective merger of Health Care REIT and Windrose;
approval by Windrose's board of trustees of the proposed amendment
to the merger agreement; and the expected terms of the new series
of Health Care REIT preferred stock to be issued in the merger (as
contemplated by the proposed amendment to the merger agreement).
Forward-looking statements include any statement that includes
words such as "may," "will," "intend," "should," "believe,"
"expect," "anticipate," "project," "estimate" or similar
expressions. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties. Expected
results may not be achieved, and actual results may differ
materially from expectations. This may be caused by various
factors, including, but not limited to: Windrose's board of
trustees not approving the amendment to the merger agreement;
delays in the implementation and execution of merger integration
plans; unexpected delays or conditions to receipt of shareholder
and third party approvals; and other risks and uncertainties
described from time to time in Health Care REIT/Windrose public
filings with the SEC. Neither Health Care REIT nor Windrose assume
any obligation to update or revise any forward-looking statements
or to update the reasons why actual results could differ from those
projected in any forward-looking statements.
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