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Filed by Nationwide Health Properties, Inc. |
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Pursuant to Rule 425 under the Securities Act of 1933 |
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and deemed filed pursuant to Rule 14a-12 |
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under the Securities Exchange Act of 1934 |
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Subject Company: Nationwide Health Properties, Inc.
Commission File No. 1-9028 |
February 28, 2011
Re: Todays Merger Announcement
Dear Friends and Colleagues:
I wish I could be there with you to share the news of todays merger announcement with Ventas.
Since we are in New York to speak with our major investors about this exciting transaction, I am
writing to share my thoughts with you. I look forward to seeing you tomorrow when I return.
One of the many things I value about our team is that we understand that our first priority is to
maximize shareholder value. I hope you join me in feeling a sense of great pride that, over the
years, we have worked together and done just that.
Joining forces with Ventas combines two terrific companies that share a legacy of financial
strength and top-tier shareholder returns. Together, the two companies will have significantly
expanded resources and a larger, more diversified portfolio of assets. Our combination will unite
two similar cultures that share core values and a strong track record of delivering value to
shareholders. The combined company will have a unique opportunity for continued growth and value
creation. The attached joint press release provides you with additional information.
Now for the question I know will be on your mind: What does this mean for me? Until shareholders
of both companies approve the merger, which we expect will occur in the third quarter, NHP will
materially operate as it always has, with each of us working cooperatively and tenaciously on
behalf of our shareholders.
After the transaction closes, there will be a transition period, during which time NHP and Ventas
will work together to integrate the companies. Employees involved in this transition will receive
a retention package. Many of you may have the opportunity to be part of the combined company. I
will provide you more details on Tuesday and expect to have more specific individual information to
you later this week. Furthermore, you can count on me to provide you with regular updates as to the
status of the transaction and other matters of interest to you. As my trip home has not yet been
finalized, Charlotte will provide you a meeting time and call in number for those outside of
Newport Beach on Tuesday morning.
Once again, we should all be exceedingly proud of the outstanding company we have built and I have
every confidence that we will continue to exhibit the same passion, professionalism, and commitment to excellence as we begin to write the next chapter with our new colleagues at Ventas.
Thank you for your continued dedication, hard work and commitment. I look forward to seeing
you on Tuesday.
Sincerely,
Chairman and CEO
www.nhp-reit.com
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. In connection with the proposed transaction,
Nationwide Health Properties, Inc. (the Company) and Ventas, Inc. (Ventas) expect to prepare
and file with the SEC a registration statement on Form S-4 containing a joint proxy
statement/prospectus and other documents with respect to the proposed Merger. INVESTORS ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration statement, the joint proxy
statement/prospectus and other relevant documents filed by the Company and Ventas with the SEC (if
and when they become available) through the website maintained by the SEC at www.sec.gov. Copies
of the documents filed by the Company with the SEC are available free of charge on the Companys
website at www.nhp-reit.com, and copies of the documents filed by Ventas with the SEC are also
available free of charge on Ventass website at www.ventasreit.com.
The Company, Ventas and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Companys and Ventass shareholders in respect
of the proposed transaction. Information regarding the Companys directors and executive officers
can be found in the Companys definitive proxy statement filed with the SEC on March 25, 2010.
Information regarding Ventass directors and executive officers can be found in Ventass definitive
proxy statement filed with the SEC on March 19, 2010. Additional information regarding the
interests of such potential participants will be included in the joint proxy statement/prospectus
and other relevant documents filed with the SEC in connection with the proposed transaction if and
when they become available. These documents are available free of charge on the SECs website and
from the Company or Ventas, as applicable, using the sources indicated above.
www.nhp-reit.com