Windrose Medical (NYSE:WRS)
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From Jul 2019 to Jul 2024
Health Care REIT, Inc. (NYSE:HCN) and Windrose Medical
Properties Trust (NYSE:WRS) announced today their management teams
have agreed in principle to enter into an amendment to their recently
announced merger agreement that will provide for the conversion of each
of Windrose’s 7.5% Series A Cumulative
Convertible Preferred Shares that is issued and outstanding immediately
prior to the completion of the merger into a share of a new series of
Health Care REIT convertible preferred stock having substantially
similar rights and preferences. This proposed amendment to the merger
agreement will be subject to approval by Windrose’s
board of trustees.
This proposed consideration for the Windrose preferred shares would be
in lieu of the previously announced intention for preferred shareholders
to receive the sum of $25.00 in cash per share plus an amount equal to
any accrued and unpaid dividends without interest at the closing.
Prior to the closing of the merger, each Windrose preferred share will
continue to be convertible into Windrose common shares, in whole or in
part, at any time at the option of the holder at a conversion rate of
1.5873 Windrose common shares per Windrose preferred share.
Pursuant to the proposed amendment to the merger agreement, at the
effective time of the merger, to the extent that Windrose preferred
shares have not been converted into Windrose common shares, each holder
of Windrose 7.5% Series A Cumulative Convertible Preferred Shares will
receive an equivalent number of shares of Health Care REIT 7.5% Series G
Cumulative Convertible Preferred Stock. After the merger, holders of
shares of the Health Care REIT Series G Preferred Stock will have the
right to convert each share into the number of fully paid shares of
Health Care REIT common stock obtained by multiplying the 1.5873
conversion ratio by the exchange ratio. The exchange ratio, which will
be determined in accordance with the merger agreement, was 0.4509 based
on the closing price of Health Care REIT and Windrose on the day
preceding the announcement of the merger and is subject to increase up
to a maximum of 0.4650 in the event of a decrease in the average trading
price of Health Care REIT’s common stock
during a period prior to the closing of the merger as set forth in the
merger agreement. Based on yesterday’s
closing price of Health Care REIT’s common
stock, each new share of Health Care REIT 7.5% Series G Cumulative
Covertible Preferred Stock would be convertible into 0.7157 of a share
of Health Care REIT common stock.
Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real
estate investment trust that invests in health care and senior housing
properties. At June 30, 2006, Health Care REIT, Inc. had investments in
464 facilities in 37 states with 57 operators and had total assets of
approximately $3.1 billion. The portfolio included 35 independent
living/continuing care retirement communities, 203 assisted living
facilities, 213 skilled nursing facilities and 13 specialty care
facilities. More information is available on the Internet at www.hcreit.com.
Windrose Medical Properties Trust is a self-managed real estate
investment trust based in Indianapolis, Indiana with offices in
Nashville, Tennessee. Windrose was formed to acquire, selectively
develop and manage specialty medical properties, such as medical office
buildings, ambulatory surgery centers, outpatient treatment diagnostic
facilities, physician group practice clinics, specialty hospitals and
treatment centers. More information is available on the Internet at www.windrosempt.com.
Additional Information and Where to Find It
In connection with this proposed transaction, a registration statement
of Health Care REIT, which will contain a proxy statement/prospectus,
will be filed with the United States Securities and Exchange Commission (“SEC”).
Investors are urged to carefully read the proxy statement/prospectus and
any other relevant documents filed with the SEC when they become
available because they will contain important information. Investors
will be able to obtain the registration statement, including the proxy
statement/prospectus, and all other relevant documents filed by Health
Care REIT or Windrose with the SEC free of charge at the SEC’s
Web site www.sec.gov or, with respect
to documents filed by Health Care REIT, from Health Care REIT Investor
Relations at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio,
43603-1475, 419-247-2800 and, with respect to documents filed by
Windrose, from Windrose Investor Relations at 3502 Woodview Trace, Suite
210, Indianapolis, Indiana, 46268, 317-860-8875.
Participants in the Solicitation
The respective directors, trustees, executive officers and other members
of management and employees of Health Care REIT and Windrose may be
deemed to be participants in the solicitation of proxies from the
shareholders of Windrose in favor of the transactions. Information about
Health Care REIT and its directors and executive officers, and their
ownership of Health Care REIT securities, is set forth in the proxy
statement for Health Care REIT’s 2006 Annual
Meeting of Stockholders, which was filed with the SEC on March 28, 2006.
Information about Windrose and its trustees and executive officers, and
their ownership of Windrose securities, is set forth in the proxy
statement for the 2006 Annual Meeting of Shareholders of Windrose, which
was filed with the SEC on April 10, 2006. Additional information
regarding the interests of those persons may be obtained by reading the
proxy statement/prospectus when it becomes available.
This document may contain “forward-looking”
statements as defined in the Private Securities Litigation Reform Act of
1995. These forward-looking statements describe, among other things, the
beliefs, expectations, plans and strategies of Health Care REIT,
Windrose and the combined entity that are not based on historical facts.
These forward-looking statements concern and are based upon, among other
things, the prospective merger of Health Care REIT and Windrose;
approval by Windrose’s board of trustees of
the proposed amendment to the merger agreement; and the expected terms
of the new series of Health Care REIT preferred stock to be issued in
the merger (as contemplated by the proposed amendment to the merger
agreement). Forward-looking statements include any statement that
includes words such as “may,”
“will,” “intend,”
“should,” “believe,”
“expect,” “anticipate,”
“project,” “estimate”
or similar expressions. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties. Expected results
may not be achieved, and actual results may differ materially from
expectations. This may be caused by various factors, including, but not
limited to: Windrose’s board of trustees not
approving the amendment to the merger agreement; delays in the
implementation and execution of merger integration plans; unexpected
delays or conditions to receipt of shareholder and third party
approvals; and other risks and uncertainties described from time to time
in Health Care REIT/Windrose public filings with the SEC. Neither Health
Care REIT nor Windrose assume any obligation to update or revise any
forward-looking statements or to update the reasons why actual results
could differ from those projected in any forward-looking statements.
Health Care REIT, Inc. (NYSE:HCN) and Windrose Medical Properties
Trust (NYSE:WRS) announced today their management teams have agreed in
principle to enter into an amendment to their recently announced
merger agreement that will provide for the conversion of each of
Windrose's 7.5% Series A Cumulative Convertible Preferred Shares that
is issued and outstanding immediately prior to the completion of the
merger into a share of a new series of Health Care REIT convertible
preferred stock having substantially similar rights and preferences.
This proposed amendment to the merger agreement will be subject to
approval by Windrose's board of trustees.
This proposed consideration for the Windrose preferred shares
would be in lieu of the previously announced intention for preferred
shareholders to receive the sum of $25.00 in cash per share plus an
amount equal to any accrued and unpaid dividends without interest at
the closing.
Prior to the closing of the merger, each Windrose preferred share
will continue to be convertible into Windrose common shares, in whole
or in part, at any time at the option of the holder at a conversion
rate of 1.5873 Windrose common shares per Windrose preferred share.
Pursuant to the proposed amendment to the merger agreement, at the
effective time of the merger, to the extent that Windrose preferred
shares have not been converted into Windrose common shares, each
holder of Windrose 7.5% Series A Cumulative Convertible Preferred
Shares will receive an equivalent number of shares of Health Care REIT
7.5% Series G Cumulative Convertible Preferred Stock. After the
merger, holders of shares of the Health Care REIT Series G Preferred
Stock will have the right to convert each share into the number of
fully paid shares of Health Care REIT common stock obtained by
multiplying the 1.5873 conversion ratio by the exchange ratio. The
exchange ratio, which will be determined in accordance with the merger
agreement, was 0.4509 based on the closing price of Health Care REIT
and Windrose on the day preceding the announcement of the merger and
is subject to increase up to a maximum of 0.4650 in the event of a
decrease in the average trading price of Health Care REIT's common
stock during a period prior to the closing of the merger as set forth
in the merger agreement. Based on yesterday's closing price of Health
Care REIT's common stock, each new share of Health Care REIT 7.5%
Series G Cumulative Covertible Preferred Stock would be convertible
into 0.7157 of a share of Health Care REIT common stock.
Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a
real estate investment trust that invests in health care and senior
housing properties. At June 30, 2006, Health Care REIT, Inc. had
investments in 464 facilities in 37 states with 57 operators and had
total assets of approximately $3.1 billion. The portfolio included 35
independent living/continuing care retirement communities, 203
assisted living facilities, 213 skilled nursing facilities and 13
specialty care facilities. More information is available on the
Internet at www.hcreit.com.
Windrose Medical Properties Trust is a self-managed real estate
investment trust based in Indianapolis, Indiana with offices in
Nashville, Tennessee. Windrose was formed to acquire, selectively
develop and manage specialty medical properties, such as medical
office buildings, ambulatory surgery centers, outpatient treatment
diagnostic facilities, physician group practice clinics, specialty
hospitals and treatment centers. More information is available on the
Internet at www.windrosempt.com.
Additional Information and Where to Find It
In connection with this proposed transaction, a registration
statement of Health Care REIT, which will contain a proxy
statement/prospectus, will be filed with the United States Securities
and Exchange Commission ("SEC"). Investors are urged to carefully read
the proxy statement/prospectus and any other relevant documents filed
with the SEC when they become available because they will contain
important information. Investors will be able to obtain the
registration statement, including the proxy statement/prospectus, and
all other relevant documents filed by Health Care REIT or Windrose
with the SEC free of charge at the SEC's Web site www.sec.gov or, with
respect to documents filed by Health Care REIT, from Health Care REIT
Investor Relations at One SeaGate, Suite 1500, P.O. Box 1475, Toledo,
Ohio, 43603-1475, 419-247-2800 and, with respect to documents filed by
Windrose, from Windrose Investor Relations at 3502 Woodview Trace,
Suite 210, Indianapolis, Indiana, 46268, 317-860-8875.
Participants in the Solicitation
The respective directors, trustees, executive officers and other
members of management and employees of Health Care REIT and Windrose
may be deemed to be participants in the solicitation of proxies from
the shareholders of Windrose in favor of the transactions. Information
about Health Care REIT and its directors and executive officers, and
their ownership of Health Care REIT securities, is set forth in the
proxy statement for Health Care REIT's 2006 Annual Meeting of
Stockholders, which was filed with the SEC on March 28, 2006.
Information about Windrose and its trustees and executive officers,
and their ownership of Windrose securities, is set forth in the proxy
statement for the 2006 Annual Meeting of Shareholders of Windrose,
which was filed with the SEC on April 10, 2006. Additional information
regarding the interests of those persons may be obtained by reading
the proxy statement/prospectus when it becomes available.
This document may contain "forward-looking" statements as defined
in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements describe, among other things, the beliefs,
expectations, plans and strategies of Health Care REIT, Windrose and
the combined entity that are not based on historical facts. These
forward-looking statements concern and are based upon, among other
things, the prospective merger of Health Care REIT and Windrose;
approval by Windrose's board of trustees of the proposed amendment to
the merger agreement; and the expected terms of the new series of
Health Care REIT preferred stock to be issued in the merger (as
contemplated by the proposed amendment to the merger agreement).
Forward-looking statements include any statement that includes words
such as "may," "will," "intend," "should," "believe," "expect,"
"anticipate," "project," "estimate" or similar expressions.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. Expected results may not be
achieved, and actual results may differ materially from expectations.
This may be caused by various factors, including, but not limited to:
Windrose's board of trustees not approving the amendment to the merger
agreement; delays in the implementation and execution of merger
integration plans; unexpected delays or conditions to receipt of
shareholder and third party approvals; and other risks and
uncertainties described from time to time in Health Care REIT/Windrose
public filings with the SEC. Neither Health Care REIT nor Windrose
assume any obligation to update or revise any forward-looking
statements or to update the reasons why actual results could differ
from those projected in any forward-looking statements.