Omega Healthcare Investors, Inc. (“Omega”) (NYSE: OHI) announced today
that its Board of Directors has declared a prorated dividend of $0.36
per share of Omega’s common stock in view of the pending acquisition of
Aviv REIT, Inc. (“Aviv”) (NYSE: AVIV), pursuant to a merger of Aviv with
and into a wholly owned subsidiary of Omega (the “Merger”).
The dividend will be payable in cash on April 7, 2015 to stockholders of
record as of the close of business on March 31, 2015. The per share
dividend amount payable by Omega is intended to represent dividends for
February and March 2015, at a quarterly dividend rate of $0.54 per share
of common stock, representing an increase of $0.01 per share over the
quarterly dividend rate for the immediately preceding quarter. Omega
expects to declare a dividend for the remaining portion of its customary
quarterly dividend period (April) early in the second quarter.
The Merger is expected to occur early in the second quarter of 2015,
subject to the approval of stockholders of Omega and Aviv and the
satisfaction of customary closing conditions. Both companies have
scheduled a special meeting of stockholders to consider and vote upon
the proposed acquisition and related matters on March 27, 2015. There
can be no assurance that the Merger will be completed when expected or
at all.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any shares of Omega’s common stock, and
there shall not be any sale of these securities in any jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
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 consisted of 560 operating healthcare
facilities located in 37 states and operated by 50 third-party
healthcare operating companies.
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) uncertainties relating to the business operations of the
operators of Omega’s properties, including those relating to
reimbursement by third-party payors, regulatory matters and occupancy
levels; (ii) regulatory and other changes in the healthcare sector;
(iii) changes in the financial position of Omega’s operators; (iv) the
ability of operators in bankruptcy to reject unexpired lease
obligations, modify the terms of Omega’s mortgages, and impede the
ability of Omega to collect unpaid rent or interest during the pendency
of a bankruptcy proceeding and retain security deposits for the debtor’s
obligations; (v) the availability and cost of capital; (vi) changes in
Omega’s credit ratings and the ratings of its debt securities; (vii)
competition in the financing of healthcare facilities; (viii) Omega’s
ability to maintain its status as a real estate investment trust; and
(ix) 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.
Additional Information 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, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. In connection with the proposed acquisition of Aviv,
Omega filed a registration statement on Form S-4, as amended with the
SEC. The registration statement on Form S-4, as amended, was declared
effective by the SEC on February 25, 2015. Omega and Aviv mailed a joint
proxy statement/prospectus to their stockholders on or about February
25, 2015. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the registration statement and joint proxy
statement/prospectus, as well as other documents filed by Omega and
Aviv, at the SEC’s website (www.sec.gov).
Those documents, as well as Omega’s other public filings with the SEC,
may be obtained without charge at Omega’s website at www.omegahealthcare.com.
In addition, copies of the definitive proxy statement/prospectus, as
well as Aviv’s other public filings with the SEC, may be obtained
without charge at Aviv’s website at www.avivreit.com.
Omega, Aviv, their respective directors and executive officers and other
members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction.
Information regarding Omega’s directors and executive officers is
available in its proxy statement for its 2014 annual meeting of
stockholders, filed with the SEC by Omega on April 29, 2014, and
information regarding Aviv’s directors and executive officers is
available in its proxy statement for its 2014 annual meeting of
stockholders, filed with the SEC by Aviv on April 15, 2014. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, are contained in the registration statement and the joint
proxy statement/prospectus (or will be contained in any amendments or
supplements thereto and in other relevant materials to be filed with the
SEC, when they become available). These documents can be obtained free
of charge from the sources indicated above.
Copyright Business Wire 2015