Healthcare Realty Shareholders Approve Merger with Healthcare Trust of America
15 Julho 2022 - 3:06PM
Healthcare Realty Trust Incorporated (NYSE: HR) (“Healthcare
Realty” or the “Company”) today announced that its
shareholders approved the merger proposal with Healthcare Trust of
America, Inc. (NYSE: HTA) (“HTA”) at its special meeting held on
July 15, 2022. Approximately 79% of the outstanding shares of
Healthcare Realty common stock voted in favor of the merger
transaction with HTA, which represented 92% of the votes cast. The
full voting results will be set forth in a Form 8-K to be filed
with the U.S. Securities and Exchange Commission.
On February 28, 2022, Healthcare Realty and HTA announced an
agreement to enter into a strategic business combination. With both
Healthcare Realty’s and HTA’s shareholders having now approved, the
transaction is expected to close on or around July 20, 2022,
subject to customary closing conditions. Under the terms of the
merger agreement, Healthcare Realty shareholders will receive one
share of HTA stock for every share of Healthcare Realty stock they
own immediately prior to the effective time of the merger. Upon
completion of the transaction, the combined company will continue
to operate with the Healthcare Realty name and trade on the NYSE
under the ticker symbol HR.
Citigroup Global Markets Inc. is serving as lead financial
advisor, Scotiabank is serving as financial advisor, and Hunton
Andrews Kurth LLP is acting as legal advisor to Healthcare Realty.
J.P. Morgan Securities LLC is acting as exclusive financial advisor
and McDermott Will & Emery LLP is acting as legal advisor to
Healthcare Trust of America.
About Healthcare Realty Trust Incorporated
Healthcare Realty Trust Incorporated (NYSE: HR) is a real estate
investment trust that integrates owning, managing, financing and
developing income-producing real estate properties associated
primarily with the delivery of outpatient healthcare services
throughout the United States. As of March 31, 2022, the
Company was invested in 263 real estate properties in 23 states
totaling 17.9 million square feet and had an enterprise value of
approximately $6.1 billion, defined as equity market capitalization
plus the principal amount of debt less cash. The Company provided
leasing and property management services to 14.8 million square
feet nationwide.
Forward-Looking Statements
This communication contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Exchange
Act. The Company intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and includes: this statement for purposes of complying
with the safe harbor provisions. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “will,” “should,” “may,” “projects,” “could,”
“estimates” or variations of such words and other similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not
all forward-looking statements include such identifying words.
Forward-looking statements regarding the Company and HTA, include,
but are not limited to, statements related to the proposed
transaction, and the anticipated timing thereof; other statements
of management’s beliefs, intentions or goals; and other statements
that are not historical facts. These forward-looking statements are
based on each of the companies’ current plans, objectives,
estimates, expectations and intentions and inherently involve
significant risks and uncertainties. Actual results and the timing
of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with: the Company’s and HTA’s ability to
complete the proposed transaction on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to satisfaction of closing conditions to consummate the
proposed transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive transaction agreement relating to the proposed
transaction; risks related to diverting the attention of HTA and
Company management from ongoing business operations; failure to
realize the expected benefits of the proposed transaction;
significant transaction costs and/or unknown or inestimable
liabilities; the risk of shareholder litigation in connection with
the proposed transaction, including resulting expense or delay; the
risk that the Company’s and HTA’s respective businesses will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; the ability to
obtain the expected financing to consummate the proposed
transaction; risks related to future opportunities and plans for
the combined company, including the uncertainty of expected future
financial performance and results of the combined company following
completion of the proposed transaction; effects relating to the
announcement of the proposed transaction or any further
announcements or the consummation of the proposed transaction on
the market price of the Company’s or HTA’s common stock; the
possibility that, if the Company does not achieve the perceived
benefits of the proposed transaction as rapidly or to the extent
anticipated by financial analysts or investors, the market price of
the Company’s common stock could decline; general adverse economic
and local real estate conditions; the inability of significant
tenants to continue paying their rent obligations due to
bankruptcy, insolvency or a general downturn in their business;
increases in interest rates; increases in operating expenses and
real estate taxes; changes in the dividend policy for the Company’s
common stock or its ability to pay dividends; impairment charges;
pandemics or other health crises, such as the COVID-19 pandemic;
and other risks and uncertainties affecting the Company and HTA,
including those described from time to time under the caption “Risk
Factors” and elsewhere in the Company’s and HTA’s Securities and
Exchange Commission (“SEC”) filings and reports, including the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021, HTA’s Annual Report on Form 10-K for the year ended
December 31, 2021, and future filings and reports by either
company. Moreover, other risks and uncertainties of which the
Company or HTA are not currently aware may also affect each of the
companies’ forward-looking statements and may cause actual results
and the timing of events to differ materially from those
anticipated. The forward-looking statements made in this
communication are made only as of the date hereof or as of the
dates indicated in the forward-looking statements, even if they are
subsequently made available by HR or HTA on their respective
websites or otherwise. Neither the Company nor HTA undertakes any
obligation to update or supplement any forward-looking statements
to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were made, except
as required by law.
ContactsMedia Contacts:Charlie Koons / Elizabeth VolpeP: (212)
333-3810
HR Contact:Financial ContactKris Douglas, Chief Financial
OfficerP: (615) 269-8175
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