Ventas buying Nationwide Health for $5.8 billion

[February 28, 2011]  NEW YORK (AP) -- Ventas Inc. said Monday that it will buy Nationwide Health Properties Inc. in a $5.8 billion stock deal, creating the nation's largest health care real-estate investment trust.

The Nationwide purchase solidifies Ventas' position as an owner of senior housing communities. The combined company will have more than 1,300 assets in 47 states. Ventas also owns hospitals and medical office buildings.

In October, Chicago-based Ventas announced it was buying the real estate assets of Atria Senior Living Group for $1.5 billion. That acquisition marked the sixth major deal for Ventas in the last six years.

The latest deal is equivalent to $44.99 per share for Newport Beach, Calif.-based Nationwide, marking a 15 percent premium to Friday's closing price. Ventas said that Nationwide shareholders will receive 0.7866 Ventas shares for each share of stock they own. Based on Nationwide's number of shares outstanding, the deal is valued at $5.8 billion.

Ventas will own 65 percent of the combined company after the deal closes, which is expected in the third quarter.

Ventas Chairman and CEO Debra A. Cafaro will continue to serve in that position while Nationwide Chairman, President and CEO Douglas M. Pasquale will be a senior adviser during the transition. After the deal closes, Pasquale and two other Nationwide directors will be added to the board, expanding it to 13 members.

"The combination of Ventas and NHP increases the scale and diversification of the combined company, the strength and flexibility of the company's balance sheet and the quality and geography of the assets," Cafaro said in a statement.

[Associated Press]

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