Ohio Toledo and Kansas City, Missouri,, January 29, 2025 / Prnewswire/ -welltower®inc (NYSE: WELL) (“WELLTOWER”) and Nortstar Healthcare Incive, Inc. (“Northstar Healthcare”), owned internal management, public and non -list real estate investment trusts (REIT) Diverse portfolios for elderly housing facilities USToday, it has announced that Northstar Healthcare has concluded a decisive merger agreement acquired by WELLTOWER affiliates. $ 900 million。
North Star Healthcare shareholders will be received based on the conditions of the merger contract $ 3.03 Each share of cash. This consideration per share exceeds the net asset value per share. $ 2.96 Determined by the Directors of Northstar Healthcare June 30, 2024。
Kendor Young“Over the past few years,” said, “Over the past few years, we have implemented a disciplined strategy to improve portfolio performance, pursue a day -to -day disposal, create value, and maintain Northstar Healthcare for the past few years. I am glad that we have reached this contract with the culmination of these efforts and a major result.
Nikir Chudori“We are the co -president of WELLTOWER and the highest investment officer,” We are satisfied with the portfolio and close under the merger agreement, and is in the North Star in the housing community of 40 elderly people in the portfolio. I am glad that I have reached the agreement to get a portfolio, and the Northstar team has achieved this victory for both shareholders of both companies. Team to do.
Approval and timing
It is expected that the acquisition proposed by Northstar Healthcare by Northstar Healthcare's Board of Directors, Northstar Healthcare (“merged”), which was unanimously approved. The North Star Healthcare shareholder will join the merger at a special meeting on the date announced by North Star Healthcare. Merger is not subject to financing conditions.
Based on the conditions of the merger agreement, the North Star Healthcare Board of Directors and Advisors will actively start, solicit, and study alternatives during the 40 -day “Go -Shop” period starting with the date of the merger contract. You can do it. Northstar Healthcare has the right to end a merger agreement to accept excellent proposals according to the agreement conditions of the merger contract. There is no guarantee that this process will bring excellent proposals. Northstar Healthcare does not intend to disclose development on the Substitute for Acquisition proposal, unless the North Star Healthcare Board of Directors requires further disclosure.
Adviser
CS CAPITAL ADVISORS is a financial advisor, and Morrison & Foerster LLP is a legal advisor to Northstar Healthcare.
About Northstar Healthcare
Northstar Healthcare, along with the integrated subsidiary, owns a diverse portfolio for elderly people, including independent living facilities, living support facilities, and memory care facilities. US。 North Star Healthcare was established October 2010 As Maryland Started operations with companies February 2013。 Northstar Healthcare chose to be taxed as a REIT based on the 1986 domestic revenue law. December 31, 2013。 Northstar Healthcare is implementing a business to continue qualifications as a REIT for the US Federal Income Tax.
About wel tower
WellTower®inc, a company of S & P 500 headquartered in Toledo, Ohio. (NYSE: Well) is promoting healthcare infrastructure transformation. WELLTOWER is a real estate infrastructure that is necessary to invest in major senior housing operators, acute providers, and medical systems to expand innovative care models and improve people's health and overall medical experience. We provide funds. Welltower, a real estate investment trust, has an interest in real estate, which is concentrated in major high -growth markets in the United States, Canada, and the UK, and consists of housing for the elderly, acute community, and outpatient medical properties. It is done. For more information, see www.welltower.com.
Additional information and a place to find it
This communication does not configure the recruitment of voting or approval related to the merger. In relation to the proposed merger, Northstar Healthcare has a schedule 14A (“Prokie System”) on the Securities and Exchange Commission (“SEC”), which is specially provided by North Star Healthcare to shareholders. Submit. Shareholder meeting to vote for merger. This communication is not an alternative to a proxy system or other documents that North Star Healthcare may submit to SEC or send it to shareholders in connection with the merger. Before making a voting decision, it encourages shareholders to be careful when the proxy system (including all modifications and supplements) and SECs are available, and to read other documents submitted overall. Proposed merger. Northstar Healthcare's suggestions on the merger of shareholders are made only through the power of attorney. Shareholders can get free copy of the power of attorney and other documents submitted to the SEC through the website maintained by SEC http://www.sec.gov. A copy of the document submitted to the Northstar Healthcare to the SEC is available for free in the NorthStar HealthCare website www.northstarthhereit.com's investment relationship section.
Volunteer
According to the SEC rules, directors and executive officers of the North Star Healthcare may be regarded as the participant of proxy solicitation in relation to the proposed merger approval. Information on directors and executive officers of the North Star Healthcare, and the benefits of the North Star Healthcare with other security holdings, the schedule of the 2024 Annual Shareholder General Assembly, which was submitted to the SEC in April You can get it with the decisive proxy system for North Star Healthcare. 15, 2024 and (II) SEC subsequent statements of changes in beneficiary ownership on files. Such additional information on the potential interests of the participants is a power of attorney submitted to the SEC when it becomes available in relation to the solicitation of proxy to approve the proposed merger. Included in related materials. These documents are available free of charge from the SEC website www.sec.gov and Northstar HealthCare website www.northerHealthCareit.com.
Description of future outlook
This communication includes descriptions of future outlook within the meaning of Federal Securities Law. In general descriptions of the future outlook, in general, future prospects such as “May”, “will”, “expectation”, “belief”, “expectation”, “estimate”, “plan”, “intention”. It can be identified by using it. “Or other words or phrases of similar imports. These statements are the current expectations, estimates, and forecasts, and the assumptions of management, management, and this communication Based on the merger explained. North Star Healthcare Management believes that the description of future prospects and the clicks at the root of information are reasonable. Such information is inevitably affected by uncertainty and may include certain risks. These risks include: (1) Events, changes, or other situations that may cause the end of the merger contract. (2) Litigation and other legal procedures, costs, and results. This includes such a lawsuit associated with the merger that may be enacted to the parties and other parties after the announcement of the merger contract. (3) Completed the merger within the expected period, including the failure of obtaining the necessary shareholders, the failure of the necessary regulatory authorities, or the not satisfying other conditions of completion. What cannot be done; (4) Proposed merger is the risk of confusing Northstar Healthcare's current plan and operation, or the management is distracted by the ongoing business. (5) Ability to recognize the expected interests of the merger. (6) Costs, fees, costs, and prices related to the merger. (7) The risk that Northstar Healthcare may end the merger contract if the HealthCare requests pay for the dismissal. (8) Northstar Healthcare's effect of merger to maintain and hire major employees, and to maintain the relationship with the managers, residents, and businesses that do business. (9) The impact of the business performance of Northstar Healthcare and the announcement of merger to business. (10) North Star Healthcare, such as annual reports of North Star Healthcare for Fiscal 10-K, which ended on December 31, 2023, and subsequent reports of Noster Healthcare Included to the SEC submission, other specified risks and important factor form 10-k, form 10-Q Q or form 8-K are files at any time, and one of them is a description of the future outlook for this communication. The actual result may be significantly different.
There is no guarantee that the merger will be completed. Investors have warned so that they do not relying on the descriptions of the future outlook. The description of the future outlook will only be made at the date of this communication. Northstar Healthcare has no obligation to update or modify these future outlook since this communication date. Northstar Healthcare does not intend to comply with the actual results and revised expectations.
Source Welltower Inc.
