Ventas Buying American Realty Capital Healthcare Trust for $2.6B

Ventas, Inc. announced that it had entered into an agreement to acquire all of the outstanding shares of American Realty Capital Healthcare Trust(ARC Healthcare) in a stock and cash transaction valued at $2.6 billion, or $11.33 per ARC Healthcare share. The deal calls for A.R.C. Healthcare shares to be converted into a fixed number of Ventas shares based upon a negotiated Ventas stock price of $67.13. A.R.C. Healthcare shareholders can elect to receive either 0.1688 of a Ventas common share or $11.33 in cash for each share of A common stock they own, according to a New York Times article. ARC Healthcare's seniors housing operating portfolio, which comprises 27 percent of the NOI, includes 29 communities managed by eight operators, is currently 94% occupied.

"These acquisitions are consistent with our stated strategy to be the leading owner of healthcare and senior living properties globally, and position Ventas to continue to deliver growth and consistent superior returns to our shareholders," Ventas Chairman and Chief Executive Officer Debra Cafaro said. "With the addition of ARC Healthcare and the Canadian seniors housing communities, we are continuing our focus on private pay assets, expanding our industry-leading MOB footprint and international presence, and increasing our diversification while maintaining a strong credit profile and balance sheet. With these two accretive transactions, Ventas continues our excellent track record of value creating acquisitions."

"We are very excited to announce this transaction which delivers our shareholders a compelling premium to the Company's listing, tender offer and five day volume weighted average price ("VWAP") prior to today's announcement. In addition, it provides them the opportunity to participate in the future growth of what will become the largest, and in my view, best managed healthcare REIT and 6th largest overall REIT in the country," said Nicholas Schorsch, Executive Chairman of ARC Healthcare. "Ventas is an ideal strategic partner given its complementary and broadly diversified real estate portfolio, outstanding history of value creation, and extraordinary record of dividend growth. In keeping with our commitment and past practice of aligning management and shareholder interests, the ARC Healthcare management team has elected to take all consideration for this transaction in stock of the combined company."

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