NEW YORK, March 13, 2020 /PRNewswire/ -- Healthcare
Trust, Inc. ("HTI") announced that, after careful evaluation, its
board of directors strongly recommends that HTI's stockholders
reject the latest unsolicited mini-tender offer launched by
MacKenzie Realty Capital, Inc. and certain of its affiliates
(collectively, "MacKenzie") to purchase up to 1,000,000 shares of
HTI's common stock.
HTI does not endorse MacKenzie's latest opportunistic offer and
reminds its stockholders that MacKenzie is not affiliated with HTI
or the HTI advisor. Make no mistake, MacKenzie is not a charitable
organization, they are a for-profit business that capitalizes on
the illiquidity of NYCR shares by buying shares at a price
significantly below their estimated per share net asset value in
order to make a significant profit.
MacKenzie has had limited success in acquiring shares from HTI's
stockholders in its several previous mini-tender offers. HTI's
board of directors strongly recommends that HTI's stockholders
reject the latest MacKenzie offer, because, among other
reasons:
- Opportunistic Attempt to Profit at Stockholders'
Expense. HTI's board of directors believes that MacKenzie's
offer represents yet another opportunistic attempt by MacKenzie to
make a profit by purchasing shares at a low stock price and, as a
result, deprive stockholders who tender their HTI shares of the
potential opportunity to realize the long-term value of their
investment in HTI. The MacKenzie $7.59 per share offer price is significantly less
than HTI's current estimated per-share net asset value ("Estimated
Per-Share NAV") of $17.501
as of December 31, 2018. Although
Estimated Per-Share NAV does not represent the price that a
stockholder could obtain if he or she sold his or her shares,
including if HTI listed its shares on a national securities
exchange or if HTI liquidated its assets and distributed the
proceeds after paying all of its expenses and liabilities, the
price offered by MacKenzie is still $9.91 per share, or 57%, less than Estimated
Per-Share NAV.
We believe it is clear that
MacKenzie would not be making the offer if it did not think HTI's
shares would be worth significantly more in the future.
- MacKenzie's Offer Avoids Important Investor Protections and
Disclosure. The latest MacKenzie offer has not been publicly
filed and avoids important investor protections and disclosure. In
fact, the SEC has cautioned investors about mini-tender offers,
noting that "[s]ome bidders make mini-tender offers at below-market
prices, hoping that they will catch investors off guard…" The SEC
has also published investor tips regarding mini-tender offers on
its website at: http://www.sec.gov/investor/pubs/minitend.htm.
-
- The MacKenzie offer avoids important investor protections,
including accepting tenders only on a first come, first served
basis with no right to withdraw or rescind a tender, even if the
MacKenzie offer is extended. As a result, once MacKenzie receives
it, a tender is irrevocable.
- Unlike tender offers required to be filed with the SEC, the
MacKenzie offer materials in our opinion fail to adequately address
certain matters, including: a complete description of the risks
associated with the MacKenzie offer; a clear discussion of the
methodologies used by MacKenzie to determine its offer price or how
it has valued HTI's shares; completeness of disclosure as to the
identity of MacKenzie, its control persons and promoters and their
financial wherewithal; and a clear disclosure of HTI shares owned
by MacKenzie and its affiliates.
HTI believes that each stockholder must individually evaluate
whether to tender his, her or its shares. The HTI board suggests
stockholders carefully consider all the factors discussed in the
limited MacKenzie offer materials before deciding to participate,
including consulting with any financial or tax advisors when
considering the MacKenzie offer.
HTI appreciates its stockholders trust in the company and its
board of directors and thanks them for their continued support. HTI
encourages its stockholders to follow the board of directors'
recommendation to not tender shares in the latest MacKenzie offer.
If you do not wish to tender shares in the MacKenzie offer, simply
do not respond.
For questions or further information, please contact HTI's
Investor Relations department at 866-902-0063.
About Healthcare Trust, Inc.
Healthcare Trust, Inc. is a publicly registered, non-traded real
estate investment trust which seeks to acquire a diversified
portfolio of real estate properties, focusing primarily on
healthcare-related assets including medical office buildings,
seniors housing and other healthcare-related facilities. Additional
information about HTI can be found on its website at
www.healthcaretrustinc.com.
Forward-Looking Statements
The statements in
this press release that are not historical facts may be
forward-looking statements. These forward looking statements
involve substantial risks and uncertainties that could cause the
outcome to be materially different. In addition, words such as
"may," "will," "seeks," "anticipates," "believes," "estimates,"
"expects," "plans," "intends," "would," or similar expressions
indicate a forward-looking statement, although not all
forward-looking statements contain these identifying words. Any
statements referring to the future value of an investment in HTI,
as well as the success that HTI may have in executing its business
plan, are also forward-looking statements. There are a number of
risks, uncertainties and other important factors that could cause
HTI's actual results to differ materially from those contemplated
by such forward-looking statements, including those risks,
uncertainties and other important factors set forth in the "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of HTI's most recent
Annual Report on Form 10-K and HTI's most recent Quarterly Report
on Form 10-Q, as such risks, uncertainties and other important
factors may be updated from time to time in HTI's subsequent
reports. Further, forward looking statements speak only as of the
date they are made, and HTI undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future
operating results over time, except as required by law.
Contacts:
Investor Relations
info@ar-global.com
(866) 902-0063
1 For a full description of the methodologies
and assumptions, as well as certain information and qualifications,
used to value HTI's assets and liabilities in connection with the
calculation of Estimated Per-Share NAV, see HTI's Current Report on
Form 8-K dated April 3, 2019 filed
with the SEC. HTI expects to publish a new estimated per-share NAV
as of December 31, 2019 on or around
April 3, 2020. There can be no
assurance as to whether the new estimated per-share NAV will be
higher or lower than the current estimated per-share NAV.
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SOURCE Healthcare Trust, Inc.