SCOTTSDALE, Ariz., May 5, 2022
/PRNewswire/ -- Healthcare Trust of America, Inc. (NYSE: HTA)
("Healthcare Trust of America" or "HTA") today issued the following
statement regarding its previously announced definitive merger
agreement with Healthcare Realty Trust Incorporated (NYSE:HR)
("HR"):
HTA is aware that HR has received and rejected
an unsolicited, non-binding acquisition proposal. The merger
agreement between HTA and HR remains in effect and both companies
are committed to completing the pending transaction, which was
unanimously approved by the Boards of Directors of both HR and
HTA.
The transformative combination of HTA and HR
will join two premier real estate companies to create the
preeminent, pure-play medical office building REIT with the assets
and resources to successfully compete and deliver sustainable
shareholder value creation. The combined company will have
unmatched market scale in concentrated clusters, meaningful
corporate and operational synergies, an expanded development
pipeline, greater access to capital and enhanced balance sheet
strength.
The pending merger of HTA and HR remains on
track to be completed in the third quarter of 2022, subject to
shareholder approvals and other customary closing conditions.
As previously announced on February 28,
2022, HR and HTA have executed a definitive merger agreement
under which HTA shareholders will receive a total implied value of
$35.08 per share, composed of a
special cash dividend of $4.82 per
share and a transaction exchange ratio of 1:1 based on HR's
unaffected price of $30.26 on
February 24, 2022.
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 HTA
Healthcare Trust of America, Inc. (NYSE: HTA) is the largest
dedicated owner and operator of medical office buildings in
the United States, with assets
comprising approximately 26.1 million square feet of GLA, with
$7.8 billion invested primarily in
medical office buildings as of December
31, 2021. HTA provides real estate infrastructure for
the integrated delivery of healthcare services in highly-desirable
locations. Investments are targeted to build critical mass in
20 to 25 leading gateway markets that generally have leading
university and medical institutions, which translates to superior
demographics, high-quality graduates, intellectual talent and job
growth. The strategic markets HTA invests in support a
strong, long-term demand for quality medical office space.
HTA utilizes an integrated asset management platform consisting of
on-site leasing, property management, engineering and building
services, and development capabilities to create complete, state of
the art facilities in each market. We believe this drives
efficiencies, strong tenant and health system relationships, and
strategic partnerships that result in high levels of tenant
retention, rental growth and long-term value creation.
Headquartered in Scottsdale,
Arizona, HTA has developed a national brand with dedicated
relationships at the local level.
Founded in 2006 and listed on the New York Stock Exchange in
2012, HTA has produced attractive returns for its stockholders that
have outperformed the US REIT index. More information about
HTA can be found on the Company's Website (www.htareit.com),
Facebook, LinkedIn, Instagram and Twitter.
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. HR and HTA intend 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 include 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 HR and HTA, include, but are
not limited to, statements related to the proposed transaction, and
the anticipated timing, benefits and financial and operational
impact thereof; the expected financing for the transaction; 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: HR'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 securing the necessary shareholder approvals and
satisfaction of other 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 HR
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
HR'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
HR'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
COVID-19; and other risks and uncertainties affecting HR and HTA,
including those described from time to time under the caption "Risk
Factors" and elsewhere in HR's and HTA's Securities and Exchange
Commission ("SEC") filings and reports, including HR'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,
2020, and future filings and reports by either company.
Moreover, other risks and uncertainties of which HR 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 HR 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.
Important Additional Information and Where to Find It
This communication relates to the proposed transaction pursuant
to the terms of the Agreement and Plan of Merger, dated
February 28, 2022, by and among HR,
HTA, Healthcare Trust of America Holdings, LP, and HR Acquisition
2, LLC. In connection with the proposed transaction, HTA expects to
file with the SEC a registration statement on Form S-4 that will
include a joint proxy statement of HR and HTA and that also will
constitute a prospectus of HTA. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE
RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT HR, HTA AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain copies of
these documents free of charge through the website maintained by
the SEC at www.sec.gov or from HR at its website,
www.healthcarerealty.com, or from HTA at its website,
www.htareit.com. Documents filed with the SEC by HR will be
available free of charge by accessing HR's website at
www.healthcarerealty.com under the heading Investor Relations or,
alternatively, by directing a request to HR at
communications@healthcarerealty.com or 3310 West End Avenue, Suite
700, Nashville, Tennessee 37203,
telephone: 615.269.8175, and documents filed with the SEC by HTA
will be available free of charge by accessing HTA's website at
www.htareit.com under the heading Investor Relations or,
alternatively, by directing a request to HTA at info@htareit.com or
16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, telephone
480.998.3478.
Participants in the Solicitation
HR and HTA and certain of their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the common shareholders of HR and HTA in respect of the
proposed transaction under the rules of the SEC. Information about
HR's directors and executive officers is available in HR's proxy
statement dated March 24, 2021, for
its 2021 annual meeting of shareholders. Information about HTA's
directors and executive officers is available in HTA's proxy
statement dated April 30, 2021, for
its 2021 annual meeting of shareholders. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction if and when they become
available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from HR or HTA using the sources
indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Contacts
Financial Contact:
Robert A. Milligan Chief Financial Officer
P: 480.998.3478
Media Contact:
Andrew
Siegel / Joseph Sala
Joele Frank, Wilkinson Brimmer
Katcher
P: 212.355.4449
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SOURCE Healthcare Trust of America, Inc.