WILMINGTON, Del., June 2, 2014 /PRNewswire/ -- Andrews & Springer LLC, a boutique securities class action law firm focused on representing shareholders nationwide, is investigating potential breach of fiduciary duty claims against the Board of Directors of American Realty Capital Healthcare, Inc. ("ARC" or the "Company") (NASDAQ: HCT) relating to the sale of the Company to Ventas, Inc. (NYSE: VTR) ("Ventas"). On June 2, 2014, the two companies announced the signing of a definitive merger agreement pursuant to which Ventas will acquire ARC in a merger valued at roughly $2.6 billion. As a result of the merger, ARC shareholders are only anticipated to receive either 0.1688 shares of Ventas or $11.33 per share in cash in exchange for each share of ARC.
Our Firm's investigation has so far uncovered that the consideration that ARC shareholders are expected to receive is inadequate. ARC traded at $10.92 per share as recently as May 2, 2014. Based on the announced merger, the consideration represents only a meager 3.75% premium. Additionally, while ARC shareholders are given the choice of electing either 0.1688 shares of Ventas or $11.33 cash for each ARC share, the cash portion is capped at 10% which forces ARC shareholders to receive 0.1688 shares of Ventas. ARC shareholders are only expected to own 8% of the surviving corporation thus causing substantial dilution to ARC shareholders' original investment.
Our Firm is investigating whether ARC directors are breaching their fiduciary duties by failing to adequately shop the company and maximize shareholder value.
If you own shares of ARC and want to receive additional information and protect your investments free of charge, please visit us at http://www.andrewsspringer.com/cases-investigations/arc or contact Craig J. Springer, Esq. at cspringer@andrewsspringer.com, or call toll free at 1-800-423-6013. You may also follow us on LinkedIn – www.linkedin.com/company/andrews-&-springer-llc, Twitter – www.twitter.com/AndrewsSpringer or Facebook - www.facebook.com/AndrewsSpringer for future updates.
Andrews & Springer is a boutique securities class action law firm representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty or corporate misconduct. Having formerly defended some of the largest financial institutions in the world, our founding members use their valuable knowledge, experience, and superior skill for the sole purpose of achieving positive results for investors. For more information please visit our website at www.andrewsspringer.com. This notice may constitute Attorney Advertising.
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