Windrose Medical (NYSE:WRS)
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From May 2019 to May 2024
Health Care REIT, Inc. (NYSE:HCN) and Windrose Medical
Properties Trust (NYSE:WRS) announced today that the Board of
Directors and Board of Trustees of the respective companies have
declared prorated dividends on Health Care REIT’s
common stock and Windrose’s common shares and
Series A cumulative convertible preferred shares, as applicable.
Dividends will be paid for the periods and using the methodology
described below.
The record date for each company’s dividend
will be the close of business on the last business day prior to the
merger effective time. The per share dividend amount payable by each
company will be:
An amount equal to the company’s most recent
quarterly dividend rate;
Multiplied by the number of days elapsed since the last dividend
record date through and including the day prior to the day on which
merger effective time occurs;
Divided by the actual number of days in the calendar quarter in which
such dividend is declared.
The merger effective time is expected to occur on December 20, 2006.
Closing of the merger is subject to the approval of common shareholders
of Windrose and other closing conditions. Windrose has scheduled a
shareholder meeting for December 14, 2006.
If the merger effective time occurs on December 20, 2006, the amount of
the dividend for holders of common stock of Health Care REIT will be
$0.3409 per share and the amount of the dividend for holders of common
shares and Series A cumulative convertible preferred shares of Windrose
will be $0.0996 and $0.2191, respectively. If the merger effective time
occurs on December 20, 2006, the record date for each dividend will be
December 19, 2006.
About Health Care REIT, Inc.
Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real
estate investment trust (“REIT”)
that invests in health care and senior housing properties. At September
30, 2006, Health Care REIT had investments in 477 facilities located in
37 states and managed by 58 different operators. The portfolio included
39 independent living/continuing care retirement communities, 204
assisted living facilities, 220 skilled nursing facilities and 14
specialty care facilities. More information is available on the Internet
at www.hcreit.com.
About Windrose Medical Properties Trust
Windrose is a self-managed REIT 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.
Additional Information and Where to Find It
In connection with the proposed merger, a definitive proxy
statement/prospectus was filed with the Securities and Exchange
Commission (“SEC”)
on November 9, 2006. The definitive proxy statement/prospectus was
mailed to shareholders of Windrose on or about November 13, 2006.
Investors are urged to carefully read the definitive proxy
statement/prospectus and any other relevant documents filed with the SEC
because they contain important information. Investors can obtain the
definitive proxy statement/prospectus and all 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
definitive proxy statement/prospectus mailed to shareholders of Windrose
on or about November 13, 2006.
This document may contain "forward-looking" statements as defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements concern and are based upon, among other things, our
expectations about payment of dividends by Health Care REIT and Windrose
and completion of the merger. When Health Care REIT and Windrose use
words such as "may," "will," "intend," "should," "believe," "expect,"
"anticipate," "project," "estimate" or similar expressions, they are
making forward-looking statements. Forward-looking statements reflect
our current plans and expectations and are based on information
currently available. They are not guarantees of future performance and
involve risks and uncertainties. Payment of the dividends and completion
of the merger are subject to various factors, including, but not limited
to, the availability of funds, approval of the merger by Windrose's
common shareholders and satisfaction of the other closing conditions.
Health Care REIT and Windrose assume no 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.