Care Investment Trust Inc.
(NYSE: CRE) ("Care" or the "Company"), a real estate investment and finance company investing in healthcare-related real estate and commercial mortgage debt, today announced the commencement of a tender offer to purchase up to 100% of its currently issued and outstanding common stock at a price of
per share subject to a minimum subscription of 10,300,000 shares and certain other conditions.
The tender offer will expire at
12:00 p.m., Eastern Daylight Time
Friday, August 13, 2010
, unless extended. The tender offer is being made in connection with the purchase and sale agreement entered into between Care and Tiptree Financial Partners, L.P. ("Tiptree") on March 16, 2010 providing for the sale of control of Care through a combination of equity investment by Tiptree in newly issued common stock of the Company at
per share and a tender offer by the Company for up to 100% of its currently issued and outstanding common stock also for
Pursuant to the terms of the purchase and sale agreement, after the closing of this tender offer, expected to occur on
August 13, 2010
, Care will issue, and Tiptree will purchase, a minimum of 4,445,000 shares of the Company's common stock, subject to upward adjustment (a) to fund the purchase of shares by the Company in the tender offer if more than 18,000,000 are tendered in the tender offer, or (b) at the election of Tiptree, if fewer than 16,500,000 shares are tendered in the tender offer, in order to give Tiptree ownership of up to 53.4% of the shares of the Company's common stock on a fully-diluted basis after taking into account the shares tendered by the stockholders to the Company in the tender offer. Upon the satisfaction of certain closing conditions, Tiptree is required to deliver
into escrow, which will be used, in part, by Care to fund the purchase of tendered shares. The tender offer is subject to the terms and conditions specified in the Offer to Purchase, the Letter of Transmittal and other related materials that are being mailed to holders of Care's common stock.
Care will not accept "guaranteed deliveries" of shares in the tender offer.
Please see the Offer to Purchase for a description of the methods you may follow to tender your shares.
This press release is neither an offer to purchase nor a solicitation to buy any shares of Care's common stock nor is it a solicitation for acceptance of the tender offer. Care is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the accompanying Letter of Transmittal. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.