BETHESDA, Md., July 25, 2018 /PRNewswire/ -- Quality Care
Properties, Inc. (NYSE: QCP) ("QCP" or the "Company") today
announced that QCP stockholders approved the acquisition of QCP by
Welltower Inc. (NYSE: WELL) ("Welltower") at a Special Meeting of
Stockholders held today in Bethesda,
Maryland.
Upon the completion of the merger, QCP stockholders will be
entitled to receive $20.75 in cash
for each share of QCP common stock. Mark Ordan, QCP's Chief Executive Officer, said,
"We thank our stockholders for their support and look forward to
completing the merger."
Advisors
Goldman, Sachs & Co. LLC and Lazard are financial advisors
to QCP. Wachtell, Lipton, Rosen & Katz is legal advisor
to QCP.
About QCP
Quality Care Properties, Inc. is one of the nation's largest
actively managed real estate companies focused on
post-acute/skilled nursing and memory care/assisted living
properties. QCP's properties are located in 28 states and include 243 post-acute/skilled nursing properties,
61 memory care/assisted living properties, a surgical hospital and
a medical office building. For more information regarding QCP,
visit www.qcpcorp.com.
Safe Harbor Statement
Certain statements contained in this communication may
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements are indicated by
words or phrases such as "guidance," "believes," "expects,"
"intends," "forecasts," "can," "could," "may," "anticipates,"
"estimates," "plans," "projects," "seeks," "should," "targets,"
"will," "would," "outlook," "continuing," "ongoing," and similar
words or phrases and the negative of such words and phrases.
Forward-looking statements are based on the Company's current plans
and expectations and involve risks and uncertainties which are, in
many instances, beyond the Company's control, and which could cause
actual results to differ materially from those included in or
contemplated or implied by the forward-looking statements. Such
risks and uncertainties include the following: the occurrence of
any event, change or other circumstance that could give rise to the
termination of the contemplated transactions; the failure to obtain
the approval of the Company shareholders of the proposed merger
transaction; or the failure to satisfy any of the other conditions
to the completion of the transactions, including conditions related
to the completion of HCR ManorCare's Chapter 11 bankruptcy case;
the effect of the announcement of the transactions on the ability
of the Company to maintain relationships with its partners,
tenants, providers, and others with whom it does business, or on
its operating results and businesses generally; risks associated
with the disruption of management's attention from ongoing business
operations due to the transaction; the ability to meet expectations
regarding the timing and completion of the transactions; and other
risks and uncertainties described in the Company's reports and
filings with the SEC, including the risks and uncertainties set
forth in Item 1A under the heading Risk Factors in the Company's
Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on
March 8, 2018 and other periodic
reports the Company files with the SEC, which are available at
www.sec.gov and the Company's website at www.qcpcorp.com. The
Company undertakes no obligation to update forward-looking
statements to reflect developments or information obtained after
the date hereof and disclaims any obligation to do so other than as
may be required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof.
Contacts
Joele Frank, Wilkinson Brimmer
Katcher
Andrew Brimmer / Aaron Palash
(212) 355-4449
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SOURCE Quality Care Properties, Inc.
