Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 02 2014 - 12:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported):
June
2, 2014
Ventas,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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1-10989
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61-1055020
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(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
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(IRS Employer
Identification No.)
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353 N. Clark Street, Suite 3300, Chicago, Illinois
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60654
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s Telephone Number, Including Area Code:
(877)
483-6827
Not Applicable
Former
Name or Former Address, if Changed Since Last Report
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any
of the following provisions:
⊠
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other Events.
On June 2, 2014, Ventas, Inc. (the “Company”) and American
Realty Capital Healthcare Trust, Inc. (“ARC Healthcare”) announced that
they had entered into a definitive agreement (the “Merger Agreement”)
pursuant to which, among other things and subject to the satisfaction or
waiver of specified conditions, ARC Healthcare will merge with and into
a wholly-owned subsidiary of the Company (the “Merger”). A copy of the
joint press release containing the announcement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Additional Information about the Proposed Transaction and Where to
Find It
In
connection with the proposed transaction, the Company expects to prepare
and file with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4, which will contain a proxy statement
of ARC Healthcare and a prospectus of the Company, and each party will
file other documents with respect to the Company’s proposed acquisition
of ARC Healthcare. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION, INVESTORS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration
statement, the proxy statement/prospectus and other relevant documents
filed by the Company and ARC Healthcare with the SEC (when they become
available) through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by the Company with the SEC are also
available free of charge on the Company’s website at
http://www.ventasreit.com/, and copies of the documents filed by ARC
Healthcare with the SEC are available free of charge on ARC Healthcare’s
website at http://www.archealthcaretrust.com/.
Participants in Solicitation Relating to the Merger
The Company and ARC Healthcare and their respective directors
and executive officers are participants in the solicitation of proxies
from ARC Healthcare’s stockholders in respect of the proposed
transaction. Information regarding the Company’s directors and executive
officers can be found in the Company’s definitive proxy statement for
the Company’s 2014 annual meeting of stockholders, filed with the SEC on
April 4, 2014. Information regarding ARC Healthcare’s directors and
executive officers can be found in ARC Healthcare’s definitive proxy
statement for ARC Healthcare’s 2014 annual meeting of stockholders,
filed with the SEC on April 28, 2014. Additional information regarding
the interests of such potential participants will be included in the
registration statement and the proxy statement/prospectus and other
relevant documents filed with the SEC in connection with the proposed
transaction when they become available. These documents are available
free of charge on the SEC’s website and from the Company or ARC
Healthcare, as applicable, using the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
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Exhibit
Number
|
|
Description
|
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99.1
|
|
Joint press release issued by the Company and ARC Healthcare on June
2, 2014.
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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VENTAS, INC.
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Date:
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June 2, 2014
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By:
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/s/ Kristen M. Benson
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Name:
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Kristen M. Benson
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Title:
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Senior Vice President, Associate
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General Counsel and Corporate
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Secretary
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EXHIBIT INDEX
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Exhibit
Number
|
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Description
|
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99.1
|
|
Joint press release issued by the Company and ARC Healthcare on
June 2, 2014.
|
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