, Aug. 22, 2012 /PRNewswire/ -- Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that it has entered into a definitive merger agreement under which Health Care REIT, Inc. (NYSE: HCN) will acquire all of the outstanding common stock of Sunrise for
per share in an all-cash transaction. The transaction is not subject to any financing contingency. The transaction represents a 62.4 percent premium to Sunrise's closing stock price on
August 21, 2012
, and was unanimously approved by the Sunrise board of directors.
"We are most excited to achieve such a strong return for our shareholders while we forge a new relationship with a world class health care real estate owner/investor," said
, Sunrise's chief executive officer. "We are proud that Health Care REIT has chosen to invest in our team and looks to us as partners going forward."
"We are very pleased that Sunrise, a leader in premier care to seniors, is becoming part of our portfolio," said
George L. Chapman
, Health Care REIT's chairman and chief executive officer. "This transaction, with its high-quality assets, positions us to build on our collaborative, relationship-based investment philosophy and benefit from the ongoing transformation of the sector."
The transaction, which is subject to regulatory approvals, customary closing conditions and approval by Sunrise's shareholders, is expected to close in the first half of 2013. If the transaction does not close on or prior to
February 21, 2013
, as a result of certain closing extension rights which may be exercised by Health Care REIT, Sunrise shareholders will be entitled to receive additional transaction consideration during the period beginning on
February 21, 2013
Goldman, Sachs & Co. and KeyBanc Capital Markets Inc. served as financial advisors, and Wachtell, Lipton, Rosen & Katz as legal advisor to Sunrise.