AVIV Avantis International Large Cap Value

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): March 27, 2015

AVIV REIT, INC.

AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (312) 855-0930

N/A

(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:

Item 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting of stockholders of Aviv REIT, Inc., a Maryland corporation (the “Company”), was held on March 27, 2015 in Chicago, Illinois (the “Special Meeting”) to vote on the proposals set forth in the Company’s proxy statement dated February 17, 2015 and first mailed to the Company’s stockholders on or about February 25, 2015. A total of 42,881,812 shares of the Company’s common stock, out of a total of 48,479,146 outstanding shares of common stock entitled to vote as of February 12, 2015 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, which constituted a quorum. A summary of the voting results for the proposals is set forth below.

Proposal to Approve the Merger

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to approve the merger and the other transactions contemplated by the Agreement and Plan of Merger, dated as of October 30, 2014, by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., the Company and Aviv Healthcare Limited Partnership (the “Merger Agreement”). Approximately 87.71% of the outstanding shares of the Company’s common stock as of the Record Date were voted in favor of the proposal. The votes on this proposal were as follows:

Proposal to Approve, on an Advisory Basis, Merger-Related Compensation Arrangements of the Company’s Named Executive Officers

At the Special Meeting, the Company’s stockholders also voted upon and approved, on a non-binding, advisory basis, a proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement. Approximately 99.75% of the votes cast on such proposal were voted in favor of the proposal. The votes on this proposal were as follows:

Item 8.01. Other Events.

On March 27, 2015, the Company issued a press release announcing that the merger and the transactions contemplated by the Merger Agreement had been approved by the Company’s stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2

Item 9.01. Financial Statements and Exhibits.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4

Exhibit Index

5

Exhibit 99.1

PRESS RELEASE – FOR IMMEDIATE RELEASE AVIV STOCKHOLDERS APPROVE ACQUISITION BY OMEGA HEALTHCARE INVESTORS, INC.

CHICAGO – March 27, 2015 – Aviv REIT, Inc. (“Aviv”) (NYSE: AVIV) announced today that at its special meeting held earlier today, its stockholders voted to approve its previously announced merger with and into a wholly owned subsidiary of Omega Healthcare Investors, Inc. (“Omega”) (NYSE: OHI). Aviv has been advised that, at a separate special meeting held earlier today, Omega stockholders also voted to approve the issuance of shares of Omega common stock to Aviv stockholders in connection with the merger and the proposal to amend Omega’s charter to increase the number of shares of Omega common stock authorized for issuance.

The transaction is expected to close on or about April 1, 2015, subject to satisfaction of all remaining closing conditions. Assuming completion of the merger, Aviv stockholders will receive a fixed exchange ratio of 0.90 Omega shares for each share of Aviv common stock they own.

About Aviv

Aviv REIT, Inc., based in Chicago, is a real estate investment trust that specializes in owning post-acute and long-term care SNFs and other healthcare properties. Aviv is one of the largest owners of SNFs in the United States and has been in the business for over 30 years. Aviv currently owns 357 properties that are triple-net leased to 37 operators in 31 states.

For more information about Aviv, please visit our website at www.avivreit.com or contact: Craig M. Bernfield, Chairman & Chief Executive Officer at 312-855-0930.

Forward-Looking Statements

The information presented herein includes forward-looking statements. Statements regarding future events and developments are forward-looking statements. Actual results may differ materially from those reflected in such forward-looking statements as a result of a variety of factors, including, among other things: (i) the ability of the parties to close the proposed transaction; (ii) risks relating to the integration of Aviv’s operations and employees into Omega and the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected timeframe; (iii) the outcome of any legal proceedings related to the proposed transaction; and (iv) other factors identified in Aviv’s and Omega’s filings with the SEC. Except as required by law, we do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date as of which such statements are made or to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained herein.

American Century (NYSE:AVIV)
Historical Stock Chart
From Oct 2024 to Nov 2024

American Century (NYSE:AVIV)
Historical Stock Chart
From Nov 2023 to Nov 2024