Transaction Expected to Close on July 20, 2022
SCOTTSDALE, Ariz., July 15,
2022 /PRNewswire/ -- Healthcare Trust of America,
Inc. (NYSE: HTA) ("Healthcare Trust of America" or "HTA") today
announced that, based on a preliminary vote count, its stockholders
have approved the previously announced combination with Healthcare
Realty Trust Incorporated ("HR") at today's Special Meeting of
Stockholders ("Special Meeting").
In a separate special meeting of stockholders held today, based
on a preliminary vote count, HR stockholders also voted to approve
the merger.
"We are pleased that HTA's and HR's stockholders support our
companies' transformative combination, which will create the
preeminent, pure-play medical office building REIT, with the
governance, management, assets and resources to more effectively
compete and deliver sustainable value creation," stated
Brad Blair, Chairman of the Board,
Healthcare Trust of America.
The transaction is expected to close on July 20, 2022. HTA stockholders will receive 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.
Final voting results for the HTA and HR special meetings will be
disclosed on Form 8-Ks filed by the companies with the Securities
and Exchange Commission.
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 Healthcare Trust of America, Inc.
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 26.0 million square feet of gross leasable
area, and with $7.8 billion invested primarily in medical
office buildings, as of March 31, 2022. 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 generally translates to superior demographics,
highly-educated 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, since inception. More information about HTA
can be found on the Company's website (www.htareit.com), Facebook,
LinkedIn and Twitter.
Forward-Looking Language
This press release contains certain forward-looking statements
with respect to HTA. Forward-looking statements are statements that
are not descriptions of historical facts and include statements
regarding management's intentions, beliefs, expectations, plans or
predictions of the future, within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Because such
statements include risks, uncertainties and contingencies, actual
results may differ materially and in adverse ways from those
expressed or implied by such forward-looking statements. These
risks, uncertainties and contingencies include, without limitation,
the following: HTA's ability to consummate the merger (the
"Merger") with HR on the proposed terms or on the anticipated
timeline, or at all, including risks and uncertainties related to
satisfaction of the closing conditions to consummate the Merger;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the definitive merger
agreement relating to the Merger; risks related to diverting the
attention of HTA and HR management from ongoing business
operations; failure to realize the expected benefits of the Merger;
significant transaction costs and/or unknown or inestimable
liabilities; risks associated with stockholder litigation in
connection with the Merger, including resulting expense or delay;
the risk that HTA's business 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 Merger; risks related to future opportunities and
plans for HTA, including the uncertainty of expected future
financial performance and results of the combined company following
completion of the Merger; effects relating to the announcement of
the proposed transaction or any further announcements or the
consummation of the Merger on the market price of HTA's or HR's
common stock; the possibility that, if the combined company does
not achieve the perceived benefits of the Merger as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of HTA's common stock could decline; general adverse
economic and local real estate conditions; changes in economic
conditions generally and the real estate market specifically;
legislative and regulatory changes, including changes to laws
governing the taxation of REITs and changes to laws governing the
healthcare industry; the availability of capital; changes in
interest rates; competition in the real estate industry; the supply
and demand for operating properties in HTA's proposed market areas;
changes in accounting principles generally accepted in the US;
policies and guidelines applicable to REITs; the availability of
properties to acquire; the availability of financing; pandemics and
other health concerns, and the measures intended to prevent their
spread, including the currently ongoing COVID-19 pandemic; and the
potential material adverse effect these matters may have on HTA's
business, results of operations, cash flows and financial
condition. Additional information concerning HTA and its business,
including additional factors that could materially and adversely
affect HTA's financial results, include, without limitation, the
risks described under Part I, Item 1A – Risk Factors, in HTA's 2021
Annual Report on Form 10-K and in HTA's other filings with the
Securities and Exchange Commission.
Contacts
Financial Contact:
Robert A.
Milligan
Chief Financial Officer
480.998.3478
Media Contact:
Andrew Siegel / Joseph
Sala
Joele Frank, Wilkinson Brimmer
Katcher
212.355.4449
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SOURCE Healthcare Trust of America, Inc.