MCLEAN, Va., Dec. 28, 2012 /PRNewswire/ -- Sunrise Senior Living (NYSE: SRZ) announced today that in connection with the proposed merger with Health Care REIT, Inc. (NYSE: HCN) and the related proposed sale of its management business to affiliates of Kohlberg Kravis Roberts & Co. L.P., affiliates of Beecken Petty O'Keefe & Company, Coastwood Senior Housing Partners LLC and Health Care REIT, at the request of Health Care REIT and within the framework of the merger agreement, the board of directors of a wholly owned subsidiary of Sunrise has declared a conditional special cash dividend of $2.10 per share of Sunrise common stock (approximately $129.5 million in the aggregate) to holders of Sunrise common stock as of the close of business on January 8, 2013. The special cash dividend does not change the overall amount of consideration of $14.50 in cash per share being provided to Sunrise stockholders in connection with the transactions. Sunrise stockholders will receive $12.40 in cash per share as merger consideration and $2.10 in cash per share as a special dividend, for a total of $14.50 in cash per share.
The dividend will be paid concurrently with the payment of the merger consideration and will be conditioned upon the consummation of the sale of Sunrise's management business, the receipt of funds at least equal to the aggregate amount of the dividend in connection with such sale, and the consummation of the merger with Health Care REIT. If the Sunrise stockholders approve the merger at the special meeting being held on January 7, 2013, Sunrise currently expects that the merger will close prior to market open on January 9, 2013.
Sunrise can make no assurance that the conditions to the payment of the conditional special cash dividend will be satisfied.