Company Website:
http://www.omegahealthcare.com
HUNT VALLEY, Md. -- (Business Wire)
Omega Healthcare Investors, Inc. (“Omega”) (NYSE:OHI) announced that at
its special meeting held earlier today, its stockholders approved the
issuance of shares of Omega common stock to stockholders of Aviv REIT,
Inc. (“Aviv”) (NYSE: AVIV) in connection with the proposed merger of
Aviv with and into a wholly owned subsidiary of Omega. Omega
stockholders also approved an amendment to Omega’s charter to increase
the number of authorized shares of Omega common stock to 350 million.
Omega has been advised that, at a separate special meeting held earlier
today, Aviv stockholders also voted to approve Aviv’s merger with and
into Omega’s wholly owned subsidiary. The proposal to declassify Omega’s
board of directors (so that each director would be elected for a
one-year term after a phase-in period) was not approved since less than
80% of the shares outstanding were voted in favor of the proposal. Of
the approximately 98 million shares voted on the proposal, 99% of the
votes cast were voted in favor of the declassification proposal.
The transaction is expected to close on or about April 1, 2015, subject
to satisfaction of all remaining closing conditions. Assuming completion
of the merger, Aviv stockholders will receive a fixed exchange ratio of
0.90 of an Omega share for each share of Aviv common stock they own.
Omega is a real estate investment trust investing in and providing
financing to the long-term care industry. As of December 31, 2014,
Omega’s portfolio of investments included 560 operating healthcare
facilities located in 37 states and operated by 50 third-party operators.
This announcement includes forward-looking statements. Actual results
may differ materially from those reflected in such forward-looking
statements as a result of a variety of factors, including, among other
things: (i) the ability of the parties to close the proposed
transaction; (ii) risks relating to the integration of Aviv’s operations
and employees into Omega and the possibility that the anticipated
synergies and other benefits of the proposed acquisition will not be
realized or will not be realized within the expected timeframe; (iii)
the outcome of any legal proceedings related to the proposed
transaction; and (iii) other factors identified in Omega’s filings with
the SEC. Statements regarding future events and developments and Omega’s
future performance, as well as management's expectations, beliefs,
plans, estimates or projections relating to the future, are forward
looking statements. Omega undertakes no obligation to update any
forward-looking statements contained in this announcement.
Contacts:
Omega Healthcare Investors, Inc.
Bob Stephenson, CFO, 410-427-1700
Source: Omega Healthcare Investors, Inc.
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