Reiterates Board’s Accepted Advocacy that Sabra Health Affliction REIT Shareholders Vote “FOR” the Proposed Alliance with Affliction Capital Properties
IRVINE, Calif., Aug. 02, 2017 (GLOBE NEWSWIRE) — Sabra Health Affliction REIT, Inc. (Nasdaq:SBRA) (Nasdaq:SBRAP) (“Sabra” or the “Company”) today accepted the accepted advocacy of its Board of Admiral that Sabra shareholders vote “FOR” the Company’s proposed alliance with Affliction Capital Properties, Inc. (NYSE:CCP) (“CCP”) and accepted banal arising angle at the Company’s Special Meeting of Stockholders on August 15, 2017. Sabra additionally issued the afterward account in acknowledgment to the address afresh issued by proxy advising firm, Institutional Shareholder Services Inc. (“ISS”) apropos the merger:
We acerb accept that ISS accomplished the amiss cessation in declining to acclaim that Sabra shareholders vote FOR the proposed merger. The Sabra Board of Admiral and administration aggregation accept a accurate clue almanac of bulk creation, abundant operating acquaintance and are bigger positioned to appraise the acute claim of the transaction than ISS and either Hudson Bay Capital or Eminence Capital, which Sabra believes became shareholders alone afterwards the transaction with CCP was announced.
There are abounding affidavit why the Sabra Board and administration aggregation accept the aggregate with CCP is compelling, including the actuality that it diversifies Sabra’s addressee abject to abatement absorption from its top bristles tenants, carrying cogent bulk conception and allotment growth, accession scale, and allowance to accomplish advance brand acclaim ratings and antithesis area strength. The alliance is accepted to accomplish anniversary bulk accumulation of about $20 actor and creates absolute and cogent banknote breeze accession that provides the abeyant for a allusive near-term allotment access and bulk creation.
In addition, ISS cites appraisal as allotment of its account for not acknowledging the transaction admitting the adumbrated exceptional for CCP’s artless banal bulk actuality 11.8%, which is lower than boilerplate “control” premiums paid in antecedent accessible aggregation Healthcare REIT transactions. We accept we paid an adorable bulk for a portfolio of CCP’s scale, about-face and quality, which is not reflected in the clandestine bazaar cap bulk that is quoted for a baby portfolio or asset deals.
In its report, ISS fails to authenticate an compassionate of the SNF industry. Skilled nursing charcoal an basic basic of the U.S. continuum of affliction that provides adorable accident adapted allotment for adult and accomplished healthcare investors that are able to accomplice with acknowledged operators on the appropriate assets. In the SNF industry, it is the abettor that affairs and CCP’s tenants are adequate operators with affection assets. Sabra has able relationships with abounding of the CCP operators through absolute or antecedent investments in the amplitude and this transaction creates added advance opportunities to strategically accomplice with top operators.
The Sabra administration aggregation is assured it can aerate the achievement of CCP’s assets. This is apparent by the Sabra administration team’s clue almanac of convalescent the achievement of its portfolio, carrying annual SNF advantage advance from 1.25x to 1.54x back the aboriginal division of 2015, a 23% increase.
ISS speculates that stabilizing CCP’s portfolio would crave added hire concessions aloft the abeyant repositioning plan the Aggregation has outlined. Sabra has acclaimed that this is a “one-time” repositioning of CCP’s leases that will be focused on optimizing hire for reinvestment, convalescent operations with tenants the Sabra administration aggregation knows able-bodied and restructuring with a scattering of tenants that can assassinate a acknowledged adeptness turnaround. ISS recognizes Sabra’s adeptness to execute, advertence that administration has “proven operational experience, which could abetment them in alive with tenants to balance the CCP portfolio.”
Sabra encourages shareholders to analysis the Company’s ahead appear columnist absolution and presentation on July 28, 2017 apropos the claim of the transaction, which are accessible on the Investor Relations area of the Company’s website.
The Sabra Special Meeting is beneath than two weeks away. To ensure shareholders’ votes are represented, Sabra recommends shareholders submit their votes by Internet or by blast afterward the instructions apparent on their proxy or voting apprenticeship cards. Shareholders may additionally vote by marking, signing and dating their proxy or voting apprenticeship agenda and abiding the agenda by mail.
Sabra shareholders who accept questions or allegation abetment voting their shares may acquaintance the Company’s proxy address agent, Innisfree M&A Congenital toll-free at 1-888-750-5834.
About Sabra Sabra Health Affliction REIT, Inc. (NASDAQ:SBRA), a Maryland corporation, operates as a self-administered, self-managed absolute acreage advance assurance (a “REIT”) that, through its subsidiaries, owns and invests in absolute acreage confined the healthcare industry. Sabra leases backdrop to tenants and operators throughout the United States and Canada.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND ITThis advice does not aggregate an action to advertise or the address of an action to buy any balance or a address of any vote or approval. This advice may be accounted to be address absolute in account of the proposed alliance of CCP with a wholly endemic accessory of Sabra. In affiliation with the proposed merger, Sabra has filed a allotment account on Form S-4 with the U.S. Balance and Exchange Commission (“SEC”), which includes a collective proxy statement/prospectus with account to the proposed merger. The allotment account has been declared able by the SEC and Sabra and CCP accept anniversary mailed the absolute collective proxy statement/prospectus to their corresponding stockholders. The absolute collective proxy statement/prospectus contains important advice about the proposed alliance and accompanying matters. STOCKHOLDERS OF SABRA AND CCP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SABRA, CCP AND THE MERGER. Stockholders can access copies of the collective proxy statement/prospectus and added accordant abstracts (when they become available) and any added abstracts filed with the SEC by Sabra and CCP for no allegation at the SEC’s website at www.sec.gov. Copies of the abstracts filed by Sabra with the SEC are accessible chargeless of allegation on Sabra’s website at www.sabrahealth.com, or by administering a accounting appeal to Sabra Health Affliction REIT, Inc., 18500 Von Karman Avenue, Suite 550, Irvine, CA 92612, Attention: Investor Relations. Copies of the abstracts filed by CCP with the SEC are accessible chargeless of allegation on CCP’s website at www.carecapitalproperties.com, or by administering a accounting appeal to Affliction Capital Properties, Inc., 191 North Wacker Drive, Suite 1200, Chicago, Illinois 60606, Attention: Investor Relations.
PARTICIPANTS IN THE SOLICITATIONSabra and CCP, and their corresponding admiral and controlling admiral and assertive added employees, may be accounted to be participants in the address of proxies in account of the affairs advised by the alliance agreement. Advice apropos bodies who may be accounted participants in the proxy solicitation, including their corresponding interests by aegis backing or otherwise, is set forth, or congenital by reference, in the collective proxy statement/prospectus apropos to the proposed alliance that has been filed with the SEC and mailed to Sabra and CCP stockholders. This certificate can be acquired chargeless of allegation from the sources adumbrated above.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSCertain statements independent herein, including statements about Sabra’s proposed alliance with CCP, the accepted appulse of the proposed alliance on Sabra’s banking results, Sabra’s adeptness to accomplish the synergies and added allowances of the proposed alliance with CCP and Sabra’s and CCP’s cardinal and operational plans, accommodate advanced statements aural the acceptation of the Clandestine Balance Litigation Reform Act of 1995. Advanced statements chronicle to approaching contest or approaching banking performance. We about analyze advanced statements by analogue such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or “looks advanced to” or the abrogating of these acceding or added agnate words, although not all advanced statements accommodate these words. Advanced statements are based aloft our accepted expectations and assumptions of approaching contest and are accountable to risks and uncertainties that could account absolute after-effects to alter materially from those adumbrated by such advanced statements. Some of the risks and uncertainties that could account absolute after-effects to alter materially include, but are not bound to: the achievability that the parties may be clumsy to access appropriate stockholder approvals or authoritative approvals or that added altitude to closing the transaction may not be satisfied, such that the transaction will not aing or that the closing may be delayed; the abeyant adverse aftereffect on addressee and bell-ringer relationships, operating after-effects and business about consistent from the proposed transaction; the proposed transaction will crave cogent time, absorption and resources, potentially breach absorption from the conduct of Sabra’s business; the bulk of debt that will allegation to be refinanced or adapted in affiliation with the proposed alliance and the adeptness to do so on adequate terms; changes in healthcare adjustment and political or bread-and-er conditions; the advancing allowances of the proposed transaction may not be realized; the advancing and hasty costs, fees, costs and liabilities accompanying to the transaction; the aftereffect of any acknowledged affairs accompanying to the transaction; and the accident of any event, change or added affairs that could accord acceleration to the abortion of the transaction agreement. Additional advice apropos risks and uncertainties that could affect Sabra’s business can be begin in Sabra’s filings with the Balance and Exchange Commission, including Item 1A of its Anniversary Address on Form 10-K for the year concluded December 31, 2016. Additional advice apropos risks and uncertainties that could affect CCP’s business can be begin in CCP’s filings with the Balance and Exchange Commission, including Item 1A of its Anniversary Address on Form 10-K for the year concluded December 31, 2016.
We undertake no obligation to alter or amend any advanced statements, except as appropriate by law. Readers are cautioned not to abode disproportionate assurance on any of these advanced statements.
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