Ventas wins in court of appeal in ongoing litigation involving Sunrise, Health Care Property

By Lisa Kerner

Charlotte, N.C., March 26 - Ventas, Inc. said the Ontario Court of Appeal upheld the March 6 decision declaring that Sunrise Senior Living Real Estate Investment Trust must comply with its covenants in its purchase agreement with Ventas to enforce Sunrise's rights under its confidentiality agreement with Health Care Property Investors, Inc.

In addition, the court upheld Ventas' request for a declaration that the standstill terms in the confidentiality agreement between Sunrise and Health Care Property are in effect. The several offers made by Health Care Property, all now withdrawn, are considered breaches of its standstill agreement with Sunrise.

Ventas "looks forward to closing its transaction with Sunrise" for C$15.00 cash per unit, according to a company news release.

Under its agreement with Sunrise, Ventas will acquire the interest in 74 of Sunrise's private-pay senior living communities in the United States and Canada in a transaction valued at $1.8 billion.

On March 8, Sunrise said it planned to file an appeal and seek an expedited hearing in the ongoing litigation surrounding Sunrise, Ventas, Health Care Property Investors, Inc. and Sunrise Senior Living, Inc.

The Health Care Property standstill agreement prohibits it from making any proposal to acquire any assets of Sunrise through May 2008.

Sunrise previously announced it had rescheduled its special meeting of unit holders to consider the proposed fully funded transaction with Ventas to March 30. The record date for the meeting remains Feb. 19.

Ventas is a Louisville, Ky., health care real estate investment trust.

Toronto-based Sunrise was formed to indirectly acquire and own senior living communities.

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