| NEWS RELEASE |
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Contact: Charles A. Post |
| For Immediate Release |
|
Chief Operating Officer |
| April 12, 2005 |
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(609) 720-0825 x-101 |
PROVIDENT SENIOR LIVING TRUST TO BE ACQUIRED BY LEADING HEALTHCARE REIT VENTAS |
Transaction Valued at $1.2 Billion or $20.78 Per Share |
PRINCETON, NJ (April 12,
2005) – Provident Senior
Living Trust (with its subsidiaries,
“Provident”) said today
that it has entered into a definitive
merger agreement with Ventas, Inc.
(NYSE:VTR) (“Ventas” or
the “Company”) for Ventas
to acquire all of the outstanding
common shares and operating partnership
units of Provident.
The transaction is valued at $1.2
billion, or $20.78 per share, based
upon Ventas’s closing price
of $26.19 per share on April 12, 2005.
Provident shareholders will receive
0.4951 shares of Ventas common stock
and $7.81 per share in cash for each
Provident common share. The Boards
of Directors of both companies have
unanimously approved the transaction,
which is expected to close in the
second quarter of 2005. Provident
shareholders will receive a prorated
dividend for the period from April
1, 2005 through closing (in addition
to the first quarter dividend of $0.34
per share, which was recently declared
and is payable on May 4, 2005).
“This transaction represents
an outstanding outcome for Provident’s
shareholders with an annualized total
return of over 50 percent from our
private stock offering on August 3,
2004 and based on the current Ventas
stock price,” said Darryl W.
Copeland, Jr., Provident Chairman,
President and CEO. “We believe
this transaction creates one of the
largest and most attractive REITs
with ownership of a very high-quality
portfolio leased to experienced operators
with strong property operating performance
and generating industry leading rental
growth. When combined with its low
leverage and earnings performance
along with the benefits from this
transaction and the rental reset right
from Ventas’s primary tenant,
Kindred Healthcare, Inc. (NYSE:KND),
we have confidence in the future value
of Ventas’s equity and look
forward to completing this merger.”
“We are delighted to announce
this acquisition of Provident,”
Ventas Chairman, President and CEO
Debra A. Cafaro said. “The transaction
expands our portfolio and substantially
advances our strategic goals of increasing
our private-pay revenue sources and
increasing our tenant diversification
by adding 68 high-quality, private-pay
independent and assisted living assets
to our portfolio. In addition to the
many qualitative benefits, we expect
it to be accretive to Ventas’s
normalized Funds From Operations (FFO),”
she added. “The two principal
tenants of these properties will be
subsidiaries of Brookdale Living Communities,
Inc. (“Brookdale”) and
Alterra Healthcare Corporation (“Alterra”).
Brookdale and Alterra are respected
and experienced providers of care
to seniors.”
Successful completion of the merger,
in which Provident will merge with
and into a newly formed subsidiary
of Ventas, will require approval from
a majority of Provident shareholders.
The transaction does not require the
vote of Ventas shareholders.
The merger agreement will also be
subject to satisfaction of certain
other conditions, including Ventas’s
filing with the Securities and Exchange
Commission (“SEC”) of
a Registration Statement on Form S-4
and the declaration of effectiveness
thereof by the SEC. There can be no
assurance that the merger will close
or, if it does, when the closing will
occur.
Friedman, Billings, Ramsey &
Co., Inc. is acting as Provident’s
financial advisor and Merrill Lynch
is acting as Ventas’s exclusive
financial advisor.
CONFERENCE CALL WEDNESDAY
AT 9:00 A.M. (Eastern)
Ventas will hold a conference call
to discuss this release on Wednesday,
April 13, 2005 at 9:00 a.m. Eastern
Time (8:00 a.m. Central Time). The
conference call is being web cast
by CCBN and can be accessed at the
Ventas website at www.ventasreit.com.
A replay of the web cast will be available
at approximately 11:00 a.m. Eastern
Time on April 13 and will be archived
for thirty (30) days.
Provident Senior Living Trust is a
self-administered and self-managed
real estate investment trust headquartered
in Princeton, New Jersey. Provident
focuses on acquiring income producing
senior living properties, primarily
independent and assisted living properties,
located in the United States, that
derive substantially all of their
revenues from private pay sources.
The Company currently has 68 properties
in 19 states containing approximately
6,819 units, which are triple-net
leased to experienced operators with
substantial senior living expertise.
More information can be found on Provident’s
website at http://www.providentreit.com
Ventas, Inc. is a leading real estate
investment trust that owns and invests
in healthcare and senior housing assets
located in 39 states. Ventas was the
ninth best performing publicly listed
U.S. corporation, and the best performing
REIT, for the five year period ended
December 31, 2004, with a compound
annual total shareholder return for
that period of 59 percent. More information
about Ventas can be found on its website
at www.ventasreit.com.
This press release may contain statements
which constitute forward-looking statements
within the meaning of the Private
Securities Litigation Reform Act of
1995, including statements regarding
the current intent, belief or expectations
of Provident, its trustees, or its
officers. Investors are cautioned
that any such forward looking statements
are not guarantees of future performance
and involve risks and uncertainties,
and that actual results may differ
materially from those in the forward
looking statements as a result of
various factors. Important factors
that could cause such differences
include Provident’s ability
to successfully complete the merger
on the contemplated terms and the
integration of Provident’s portfolio
into Ventas, as well as the factors
described in the "Risk Factors"
section of Provident’s Registration
Statement on Form S-11, as amended,
filed with the Securities and Exchange
Commission, and the risks and uncertainties
described in Ventas’s filings
with the Securities and Exchange Commission.
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