Health Care REIT, Inc. and Windrose Medical Properties Trust Declare Prorated Dividends
December 11 2006 - 5:11PM
Business Wire
Health Care REIT, Inc. (NYSE:HCN) and Windrose Medical Properties
Trust (NYSE:WRS) announced today that the Board of Directors and
Board of Trustees of the respective companies have declared
prorated dividends on Health Care REIT�s common stock and
Windrose�s common shares and Series A cumulative convertible
preferred shares, as applicable. Dividends will be paid for the
periods and using the methodology described below. The record date
for each company�s dividend will be the close of business on the
last business day prior to the merger effective time. The per share
dividend amount payable by each company will be: An amount equal to
the company�s most recent quarterly dividend rate; Multiplied by
the number of days elapsed since the last dividend record date
through and including the day prior to the day on which merger
effective time occurs; Divided by the actual number of days in the
calendar quarter in which such dividend is declared. The merger
effective time is expected to occur on December 20, 2006. Closing
of the merger is subject to the approval of common shareholders of
Windrose and other closing conditions. Windrose has scheduled a
shareholder meeting for December 14, 2006. If the merger effective
time occurs on December 20, 2006, the amount of the dividend for
holders of common stock of Health Care REIT will be $0.3409 per
share and the amount of the dividend for holders of common shares
and Series A cumulative convertible preferred shares of Windrose
will be $0.0996 and $0.2191, respectively. If the merger effective
time occurs on December 20, 2006, the record date for each dividend
will be December 19, 2006. About Health Care REIT, Inc. Health Care
REIT, Inc., with headquarters in Toledo, Ohio, is a real estate
investment trust (�REIT�) that invests in health care and senior
housing properties. At September 30, 2006, Health Care REIT had
investments in 477 facilities located in 37 states and managed by
58 different operators. The portfolio included 39 independent
living/continuing care retirement communities, 204 assisted living
facilities, 220 skilled nursing facilities and 14 specialty care
facilities. More information is available on the Internet at
www.hcreit.com. About Windrose Medical Properties Trust Windrose is
a self-managed REIT based in Indianapolis, Indiana with offices in
Nashville, Tennessee. Windrose was formed to acquire, selectively
develop and manage specialty medical properties, such as medical
office buildings, ambulatory surgery centers, outpatient treatment
diagnostic facilities, physician group practice clinics, specialty
hospitals and treatment centers. Additional Information and Where
to Find It In connection with the proposed merger, a definitive
proxy statement/prospectus was filed with the Securities and
Exchange Commission (�SEC�) on November 9, 2006. The definitive
proxy statement/prospectus was mailed to shareholders of Windrose
on or about November 13, 2006. Investors are urged to carefully
read the definitive proxy statement/prospectus and any other
relevant documents filed with the SEC because they contain
important information. Investors can obtain the definitive proxy
statement/prospectus and all relevant documents filed by Health
Care REIT or Windrose with the SEC free of charge at the SEC�s Web
site www.sec.gov or, with respect to documents filed by Health Care
REIT, from Health Care REIT Investor Relations at One SeaGate,
Suite 1500, P.O. Box 1475, Toledo, Ohio, 43603-1475, 419-247-2800
and, with respect to documents filed by Windrose, from Windrose
Investor Relations at 3502 Woodview Trace, Suite 210, Indianapolis,
Indiana, 46268, 317-860-8875. Participants in the Solicitation The
respective directors, trustees, executive officers and other
members of management and employees of Health Care REIT and
Windrose may be deemed to be participants in the solicitation of
proxies from the shareholders of Windrose in favor of the
transactions. Information about Health Care REIT and its directors
and executive officers, and their ownership of Health Care REIT
securities, is set forth in the proxy statement for Health Care
REIT�s 2006 Annual Meeting of Stockholders, which was filed with
the SEC on March 28, 2006. Information about Windrose and its
trustees and executive officers, and their ownership of Windrose
securities, is set forth in the proxy statement for the 2006 Annual
Meeting of Shareholders of Windrose, which was filed with the SEC
on April 10, 2006. Additional information regarding the interests
of those persons may be obtained by reading the definitive proxy
statement/prospectus mailed to shareholders of Windrose on or about
November 13, 2006. This document may contain "forward-looking"
statements as defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements concern and are based
upon, among other things, our expectations about payment of
dividends by Health Care REIT and Windrose and completion of the
merger. When Health Care REIT and Windrose use words such as "may,"
"will," "intend," "should," "believe," "expect," "anticipate,"
"project," "estimate" or similar expressions, they are making
forward-looking statements. Forward-looking statements reflect our
current plans and expectations and are based on information
currently available. They are not guarantees of future performance
and involve risks and uncertainties. Payment of the dividends and
completion of the merger are subject to various factors, including,
but not limited to, the availability of funds, approval of the
merger by Windrose's common shareholders and satisfaction of the
other closing conditions. Health Care REIT and Windrose assume no
obligation to update or revise any forward-looking statements or to
update the reasons why actual results could differ from those
projected in any forward-looking statements.
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