Omega Healthcare Investors Declares Prorated Dividend in Connection with Acquisition of Aviv REIT, Inc.
05 Março 2015 - 6:30PM
Business Wire
Eleventh Consecutive Quarterly Dividend
Rate Increase
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.
Omega Healthcare Investors, Inc.Bob Stephenson, CFO at (410)
427-1700
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