Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 05 2015 - 6:03AM
Edgar (US Regulatory)
Filed by American Realty Capital Healthcare Trust,
Inc. pursuant to Rule 425 under the Securities Act of 1933, as
amended, and deemed filed pursuant to Rule 14a-6 of the Securities
Exchange Act of 1934, as amended.
Subject Company: American Realty Capital Healthcare
Trust, Inc.
Commission File No. for Registration Statement
on Form S-4: 333-198789
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY TODAY
January 5, 2015
Dear Fellow Stockholder:
The special meeting
of the stockholders of American Realty Capital Healthcare Trust, Inc. (“HCT”), to be held on January 15, 2015, is rapidly
approaching.
According to our
latest records, we have not received your voting instructions for this important meeting. For your convenience we have enclosed
a duplicate proxy or voting instruction form for your use in voting. Please vote promptly by telephone, via the internet or by
mail following the instructions below to ensure that your shares are represented at the meeting.
IMPORTANT RECENT DEVELOPMENT
Institutional Shareholder Services (“ISS”), Glass Lewis & Co., LLC and Egan-Jones
Proxy Services, the three influential proxy advisory firms which advise institutional investors in important voting matters,
have all recommended that HCT stockholders vote FOR the merger with Ventas, Inc. |
For the reasons set forth in the Proxy
Statement/Prospectus dated December 15, 2014, the HCT board unanimously recommends that you vote “FOR” all proposals.
Please use one of the following simple methods for
promptly providing your voting instructions:
| 1. | Internet: Have the control number listed on the enclosed proxy card
or voting instruction form ready and follow the online instructions at www.proxyvote.com. |
| 2. | Telephone: Have the control number listed on the enclosed proxy card
or voting instruction form ready and call (800) 690-6903. |
| 3. | Mail: Sign, date, mark and return the enclosed proxy cards or voting
instruction form in the postage-paid return envelope provided. |
We urge all HCT stockholders to read the
Proxy Statement/Prospectus carefully and in its entirety before voting your shares.
If your shares have already been voted, please disregard
this letter and accept our thanks. We appreciate your cooperation and continued support.
Sincerely,
Thomas P. D’Arcy
Chief Executive Officer
Additional Information about the Proposed Transaction and
Where to Find It
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, 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. In connection with the proposed transaction, Ventas, Inc.
(“Ventas”) has filed with the SEC a registration statement on Form S- 4, as amended, which contains a proxy statement
of HCT and a prospectus of Ventas, and each party will file other documents with respect to Ventas’s proposed acquisition
of HCT. The registration statement on Form S-4, as amended, contains a preliminary proxy statement/prospectus and was declared
effective by the SEC on December 15, 2014, and the definitive proxy statement/prospectus was mailed to HCT’s stockholders
beginning on December 15, 2014. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE 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 definitive proxy statement/prospectus and other relevant documents filed by Ventas and HCT with the
SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Ventas
with the SEC are also available free of charge on Ventas’s website at www.ventasreit.com, and copies of the documents filed
by HCT with the SEC are available free of charge on HCT’s website at www.archealthcaretrust.com.
Participants in Solicitation Relating to the Merger
Ventas and HCT and their respective directors
and executive officers may be deemed participants in the solicitation of proxies from HCT’s stockholders in respect of the
proposed transaction. Information regarding Ventas’s directors and executive officers can be found in Ventas’s definitive
proxy statement for Ventas’s 2014 annual meeting of stockholders, filed with the SEC on April 4, 2014. Information regarding
HCT’s directors and executive officers can be found in HCT’s definitive proxy statement for HCT’s 2014 annual
meeting of stockholders, filed with the SEC on April 28, 2014. Additional information regarding the interests of such potential
participants has been included in the registration statement and the definitive proxy statement/prospectus and other relevant documents
filed with the SEC in connection with the proposed transaction. These documents are available free of charge on the SEC’s
website and from Ventas or HCT, as applicable, using the sources indicated above.
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