Ventas, Inc. · NYSE:VTR
Ventas — Merger or Acquisition (April 2007)
14 slides from Ventas's merger presentation, Apr 4, 2007
Slide 1: Ventas Acquisition of Sunrise Senior Living REIT
Exhibit 99.1 Ventas Acquisition of Sunrise Senior Living REIT April 4, 2007
Slide 2: Disclaimers
Disclaimers This analysis has been prepared by Ventas and is based on publicly available information. It has not been approved by Sunrise REIT or its management and is NOT a solicitation made by or on behalf of Sunrise REIT management. In addition, nothing contained herein should be construed as an
Slide 3: Transaction Overview
Transaction Overview The Ventas / Sunrise Transaction is an all cash, fully financed deal Only deal on the table for Sunrise REIT CAD 15.00 per unit price 36% premium to Sunrise REIT unit price on 1/12/07 41% premium to Sunrise REIT average unit price in the week of 1/8/07 TD Securities issued fairn
Slide 4: The Ventas / Sunrise Transaction Received Unanimous Approval from Both Boards After a Full Process
The Ventas / Sunrise Transaction Received Unanimous Approval from Both Boards After a Full Process October 2006 December 2006 January 2007 February 2007 March 2007 April 2007 October Early Early January January February March March March April 13 December January 14 15 14 6 7 23 2 Sunrise First roun
Slide 5: Ventas Understands the Complexity of the Deal
Ventas Understands the Complexity of the Deal Ventas has the experience necessary to successfully navigate deal complexity Diligence on Unionization unfiled financials Negotiations with Complex JV Sunrise Inc. structure Tax and REIT Operating structure structure considerations International tax 5
Slide 6: Full Valuation for Sunrise
Full Valuation for Sunrise Offer Price and Multiple exceeds every trading level since IPO CAD 16.00 Offer Price: CAD 15.00 14.00 12.00 Sunrise Trading Price 10.00 1/12/07: CAD 11.05 8.00 12/23/04 3/16/05 6/7/05 8/30/05 11/21/05 2/12/06 5/7/06 7/29/06 10/20/06 1/12/07 FFO Multiple 24.0x 4Q06 Annualiz
Slide 7: Significant Premium for Investors By Any Metric
Significant Premium for Investors By Any Metric Significant premium over Sunrise prices Significant premium vs. other deals $16.00 45% Offer Premium: 1 Offer Price: 41% CAD 15.00 40% 9% premium 35% $14.00 41% 36% 30% premium premium 25% 25% $12.00 20% 15% 15% 11% $10.00 10% 5% $8.00 0% One Week 52 W
Slide 8: Transaction Value Represents Healthy Cap Rate
Transaction Value Represents Healthy Cap Rate Cap rate paid in-line with or better than all Best / lowest cap rate ever paid for assisted recent comparable transactions living assets Cap Rate 7.5% 7.5% 7.3% 7.1% 7.0% 7.0% 6.8% 6.8% 6.5% 6.5% 6.3% 6.3% 6.2% Ventas 1 6.0% 2007E : 6.0% 6.0% 5.8% Ventas
Slide 9: Transaction Represents a Premium to Asset Valuation
Transaction Represents a Premium to Asset Valuation Price per unit comparison is 44% premium to …And at a premium to Assisted Living 1 Sunrise REIT’s paid cost transactions ($ ‘000s) ($ ‘000s) $400 $500 $373 $450 $450 $350 1 Ventas / Sunrise : $400 $373 per unit 44% $300 Premium $350 $340 $259 $250
Slide 10: Positive Analyst Reaction to the Ventas Deal – Fully Values Sunrise REIT
Positive Analyst Reaction to the Ventas Deal – Fully Values Sunrise REIT “Overall, we think VTR is paying a lot for the Sunrise portfolio, possibly at the high end of an acceptable range” -BMO Capital Markets, 1/16/2007 “Given the premium and the challenges SZR was facing (high payout ratio, high le
Slide 11: Substantial Downside to Rejecting the Ventas Transaction
Substantial Downside to Rejecting the Ventas Transaction What will happen to Sunrise REIT unit if the Ventas deal is rejected by unit holders? Sunrise REIT unit was trading at CAD 11.05 before announcement of Ventas transaction Sunrise REIT AIF states market price may be adversely affected with no c
Slide 12: No Other Deals
No Other Deals Was HCP ever a credible bidder for Sunrise REIT? Offer is withdrawn. HCP: was unable or unwilling to negotiate a deal with Sunrise, Inc., even after seeing Ventas' agreement with Sunrise, Inc. made three conditional proposals, all rejected by the Sunrise REIT Board for conditionality
Slide 13: Underperformance of Sunrise REIT in 2006
Underperformance of Sunrise REIT in 2006 45% 36% 35% 30% 25% 22% 14% 15% 5% (5%) (15%) (21%) (25%) Sunrise REIT Canadian REITs 1 US Healthcare REITs 2 REIT Index 3 S&P 500 ____________________ Source: FactSet.Note: Forthe periodof 1/1/06 – 12/31/06. (1) Canadian REITs include RioCan REIT, H&R REIT,
Slide 14: The Best Value Proposition for Sunrise
The Best Value Proposition for Sunrise Following a robust sell side process, Ventas and Sunrise entered into a transaction which will provide the highest available value to Sunrise unit-holders All cash transaction Certainty of closing – Ventas only game in town Significant Premium to historical pri