Stand Still, REIT Tells Target

Sunrise Senior Living, which had reached a definitive agreement to be acquired by Ventas, subsequently received a higher offer.
Stephen TaubApril 6, 2007

Real estate investment trust Ventas has sued an acquisition target for $250 million, claiming the company breached a standstill agreement. Louisville-based Ventas filed the claim against Sunrise Senior Living, a Toronto-based operator of assisted-living homes, in the Ontario Superior Court of Justice.

In January, Ventas announced it had reached a definitive agreement to acquire the Sunrise REIT for $1.8 billion. Ventas would acquire Sunrise’s interest in 74 assisted-living communities in 17 states and two Canadian provinces, and would have right of first refusal on newly developed assets in Canada and portions of the United States.

Health Care Property Investors subsequently topped Ventas’s offer by 20 percent. In March, after a Canadian appeals court ruled Sunrise couldn’t mull an alternative offer, HCP withdrew its bid.

Ventas stressed that it is not seeking to terminate its purchase agreement, but that according to the appeals court, HCP’s offers were breaches of Ventas’s standstill agreement with Sunrise.

In a statement, Sunrise asserted that “this legal action by Ventas is without merit” and that the Canadian company would vigorously defend it. Sunrise confirmed that the purchase agreement remains in force and that it continues to recommend a vote in favor of the proposed transaction.