UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 15, 2014
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
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1-10989 |
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61-1055020 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
353 N. Clark Street, Suite 3300, Chicago, Illinois |
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60654 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, Including Area Code: (877) 483-6827
Not Applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On December 15, 2014, the Securities and Exchange Commission (the SEC) declared effective the registration statement on Form S-4, as amended (Registration No. 333-198789) (the Registration Statement), relating to the previously announced pending merger (the Merger) between Ventas, Inc. (Ventas) and American Realty Capital Healthcare Trust, Inc. (HCT), pursuant to the Agreement and Plan of Merger, dated as of June 1, 2014, as amended (the Merger Agreement), by and among Ventas, HCT, Stripe Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Ventas (Merger Sub), Stripe OP, LP, a Delaware limited partnership of which Merger Sub is the sole general partner, and American Realty Capital Healthcare Trust Operating Partnership L.P., a Delaware limited partnership.
Also on December 15, 2014, HCT and Ventas announced that the record date for the holders of HCT common stock entitled to vote at the special meeting of HCT stockholders called to, among other things, approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (the Special Meeting) has been changed by the HCT board of directors to be the close of business on December 12, 2014. HCT and Ventas also announced that HCT filed its definitive proxy statement relating to the Special Meeting, which will take place on January 15, 2015 at 11:00 a.m. Eastern time, at The Core Club, located at 66 East 55th Street, New York, NY 10022.
Ventas and HCT issued a joint press release dated December 15, 2014 announcing the foregoing, a copy of which is filed herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
Additional Information about the Proposed Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, Ventas has filed with the SEC a registration statement on Form S-4, as amended, which contains a proxy statement of HCT and a prospectus of Ventas, and each party will file other documents with respect to Ventass proposed acquisition of HCT. The registration statement on Form S-4, as amended, contains a preliminary proxy statement/prospectus and was declared effective by the SEC on December 15, 2014, and the definitive proxy statement/prospectus is being mailed to HCTs stockholders on or about December 15, 2014. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
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Investors may obtain free copies of the registration statement, the definitive proxy statement/prospectus and other relevant documents filed by Ventas and HCT with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Ventas with the SEC are also available free of charge on Ventass website at www.ventasreit.com, and copies of the documents filed by HCT with the SEC are available free of charge on HCTs website at www.archealthcaretrust.com.
Participants in Solicitation Relating to the Merger
Ventas and HCT and their respective directors and executive officers may be deemed participants in the solicitation of proxies from HCTs stockholders in respect of the proposed transaction. Information regarding Ventass directors and executive officers can be found in Ventass definitive proxy statement for Ventass 2014 annual meeting of stockholders, filed with the SEC on April 4, 2014. Information regarding HCTs directors and executive officers can be found in HCTs definitive proxy statement for HCTs 2014 annual meeting of stockholders, filed with the SEC on April 28, 2014. Additional information regarding the interests of such potential participants has been included in the registration statement and the definitive proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction. These documents are available free of charge on the SECs website and from Ventas or HCT, as applicable, using the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Exhibit Number |
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Description |
99.1 |
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Joint press release issued by Ventas and HCT on December 15, 2014 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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VENTAS, INC. |
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Date: December 15, 2014 |
By: |
/s/ Kristen M. Benson |
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Name: |
Kristen M. Benson |
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Title: |
Senior Vice President, Associate |
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General Counsel and Corporate |
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Secretary |
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EXHIBIT INDEX
Exhibit Number |
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Description |
99.1 |
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Joint press release issued by Ventas and HCT on December 15, 2014 |
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Exhibit 99.1
Contacts: |
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Ventas: |
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Lori B. Wittman |
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(877) 4-VENTAS |
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HCT: |
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Andrew G. Backman |
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(917) 475-2135 |
Ventas Form S-4 in Connection with Its Pending Merger with American Realty Capital Healthcare Trust, Inc. Declared Effective by SEC
Merger Expected to Close in January 2015
CHICAGO & NEW YORK(BUSINESS WIRE)December 15, 2014Ventas, Inc. (NYSE: VTR) (Ventas) and American Realty Capital Healthcare Trust, Inc. (NASDAQ: HCT) (HCT) today announced that the Securities and Exchange Commission (SEC) has declared effective the registration statement on Form S-4, as amended, relating to the previously announced pending merger between Ventas and HCT pursuant to the Agreement and Plan of Merger, dated as of June 1, 2014, as amended (the Merger Agreement), by and among Ventas, HCT, Stripe Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Ventas (Merger Sub), Stripe OP, LP, a Delaware limited partnership of which Merger Sub is the sole general partner, and American Realty Capital Healthcare Trust Operating Partnership L.P., a Delaware limited partnership.
HCT and Ventas also announced today that HCT filed its definitive proxy statement relating to the special meeting of HCT stockholders, which will take place on January 15, 2015 at 11:00 a.m. Eastern time, at The Core Club, located at 66 East 55th Street, New York, NY 10022, to, among other things, consider and approve the merger.
HCT intends to promptly begin mailing to its stockholders the definitive proxy statement/prospectus. Additionally, HCT announced that the record date for stockholders entitled to vote at the special meeting has been changed to the close of business on December 12, 2014.
Ventas and HCT expect to close the transaction in January 2015, subject to the closing conditions set forth in the Merger Agreement, including the approval of HCTs stockholders.
About Ventas
Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of more than 1,500 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, skilled nursing facilities, hospitals and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and
health systems throughout the United States. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.
About HCT
American Realty Capital Healthcare Trust, Inc. is a publicly traded Maryland corporation listed on The NASDAQ Global Select Market, focused on acquiring and owning a balanced and diversified portfolio of medical office buildings, seniors housing and select hospital and post-acute care properties. Additional information about HCT can be found on its website at www.archealthcaretrust.com. HCT may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are often identified by the words may, might, believes, thinks, anticipates, plans, expects, intends or similar expressions and include statements regarding (1) expectations regarding whether the transaction will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction, (2) expectations for the effects of the transaction or the ability of Ventas to successfully achieve business objectives, including integrating the companies and the effects of unexpected costs, liabilities or delays, and (3) expectations for other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. These forward-looking statements may be affected by risks and uncertainties in the business of Ventas and HCT and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Ventas and HCT with the SEC, including Ventass annual report on Form 10-K, as amended, for the year ended December 31, 2013 and HCTs annual report on Form 10-K for the year ended December 31, 2013, as well as the registration statement on Form S-4, as amended, filed with the SEC by Ventas relating to the proposed transaction. Both Ventas and HCT wish to caution readers that certain important factors may have affected and could in the future affect their actual results and could cause their actual results for subsequent periods to differ materially from those expressed in or implied by any forward-looking statement made by or on behalf of Ventas or HCT, including that the transaction may not be consummated on the timeline anticipated by Ventas and HCT or at all. Neither Ventas nor HCT undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
Additional Information about the Proposed Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with
the proposed transaction, Ventas has filed with the SEC a registration statement on Form S-4, as amended, which contains a proxy statement of HCT and a prospectus of Ventas, and each party will file other documents with respect to Ventass proposed acquisition of HCT. The registration statement on Form S-4, as amended, contains a preliminary proxy statement/prospectus and was declared effective by the SEC on December 15, 2014, and the definitive proxy statement/prospectus is being mailed to HCTs stockholders on or about December 15, 2014. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration statement, the definitive proxy statement/prospectus and other relevant documents filed by Ventas and HCT with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Ventas with the SEC are also available free of charge on Ventass website at www.ventasreit.com, and copies of the documents filed by HCT with the SEC are available free of charge on HCTs website at www.archealthcaretrust.com.
Participants in Solicitation Relating to the Merger
Ventas and HCT and their respective directors and executive officers may be deemed participants in the solicitation of proxies from HCTs stockholders in respect of the proposed transaction. Information regarding Ventass directors and executive officers can be found in Ventass definitive proxy statement for Ventass 2014 annual meeting of stockholders, filed with the SEC on April 4, 2014. Information regarding HCTs directors and executive officers can be found in HCTs definitive proxy statement for HCTs 2014 annual meeting of stockholders, filed with the SEC on April 28, 2014. Additional information regarding the interests of such potential participants has been included in the registration statement and the definitive proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction. These documents are available free of charge on the SECs website and from Ventas or HCT, as applicable, using the sources indicated above.
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