NEW YORK, Aug. 13 /PRNewswire-FirstCall/ -- Care
Investment Trust Inc. (NYSE: CRE) ("Care" or the "Company"), a
real estate investment and finance company formed to invest in
healthcare-related real estate and commercial mortgage debt, today
announced, upon approval by the Company's stockholders, the
completion of sale of control to Tiptree Financial Partners, L.P.
("Tiptree") through the issuance of shares of its common stock to
Tiptree and also announced the expiration of its cash tender offer.
As previously announced on March 16,
2010, Care entered into a purchase and sale agreement (the
"Purchase Agreement"), as amended, with Tiptree providing for the
sale of control of the Company through a combination of an equity
investment by Tiptree in newly issued common stock of the Company
at $9.00 per share and a cash tender
offer (the "Tender Offer") by the Company for up to 100% of the
Company's issued and outstanding shares of common stock also for
$9.00 per share (collectively, the
"Tiptree Transaction").
Pursuant to the terms and conditions set forth in the Purchase
Agreement, the Company issued to Tiptree 6,185,050 newly issued
shares of the Company's common stock, representing approximately
92.2% of the Company's outstanding common stock after taking into
account the shares tendered by the stockholders to the Company in
the Tender Offer.
The Tender Offer expired at 12:00
p.m., New York time, on
Friday, August 13, 2010. Upon
expiration of the Tender Offer, the Company accepted for purchase
all shares that were validly tendered. As of the expiration
of the Tender Offer, a total of approximately 19.74 million shares
of common stock were properly tendered to the Company, representing
approximately 97.4% of the outstanding shares of common stock of
the Company eligible to be tendered prior to the new issuance of
common stock to Tiptree. The Company will promptly commence
payment to tendering stockholders.
In connection with the Tiptree Transaction, and effective as of
August 13, 2010, Gerald E. Bisbee, Jr., Ph.D, Karen P. Robards and Steven N. Warden resigned from the Board of
Directors of the Company, and the Board appointed Michael G. Barnes, Geoffrey N. Kauffman, William A. Houlihan and Jonathan Ilany, each designated by Tiptree, to
fill the vacancies resulting from the resignations of Mr. Bisbee,
Ms. Robards and Mr. Warden and an additional vacancy created by an
increase in the size of the Company's Board approved prior to the
closing. Following a transition period, the Company will be
advised by TREIT Management LLC, an affiliate of Tiptree, who will
replace CIT Healthcare LLC in that capacity.
About Care Investment Trust
Care Investment Trust Inc. is a real estate investment and
finance company investing in healthcare-related real estate and
commercial mortgage debt. It is externally managed and
advised by CIT Healthcare LLC, a wholly-owned subsidiary of CIT
Group Inc.
About Tiptree Financial Partners, L.P.
Formed in 2007, Tiptree Financial Partners, L.P. is a
diversified financial services holding company focused on
Insurance, Real Estate, Tax Exempt Finance, Corporate Loans, and
Banking and Specialty Finance. It is primarily owned by a
diverse group of major financial institutions, and is externally
managed by an affiliate.
Safe Harbor Statement
This release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
All forward-looking statements involve risks, uncertainties
and contingencies, many of which are beyond Care Investment Trust
Inc.'s control, which may cause actual results, performance, or
achievements to differ materially from anticipated results,
performance, or achievements. All statements contained in
this release that are not clearly historical in nature are
forward-looking, and the words "anticipate," "believe," "estimate,"
"expect," "plan," "target," and similar expressions are generally
intended to identify forward-looking statements. Economic,
business, funding market, competitive and/or regulatory factors,
among others, affecting Care Investment Trust Inc.'s businesses are
examples of factors that could cause actual results to differ
materially from those described in the forward-looking statements
in addition to those factors specified in Care Investment Trust
Inc.'s Annual Report on Form 10-K/A, as well as Care Investment
Trust Inc.'s Quarterly Reports on Form 10-Q. Care Investment
Trust Inc. is under no obligation to (and expressly disclaims any
such obligation to) update or alter its forward-looking statements,
whether as a result of new information, future events or
otherwise.
For more information on the Company, please visit the
Company's website at www.carereit.com
SOURCE Care Investment Trust Inc.
Copyright . 13 PR Newswire