Egan-Jones Joins Glass Lewis in Recommending Sabra Shareholders Vote “FOR” Proposed Transaction with Care Capital Properties
IRVINE, Calif., Aug. 08, 2017 (GLOBE NEWSWIRE) — Sabra Health Care REIT, Inc. (Nasdaq:SBRA) (Nasdaq:SBRAP) (“Sabra” or the “Company”) today announced that leading independent proxy voting advisory firm, Egan-Jones Proxy Services (“Egan-Jones”), has joined Glass, Lewis & Co., LLC (“Glass Lewis”) in recommending that Sabra shareholders vote “FOR” the Sabra common stock issuance proposal in connection with the pending merger with Care Capital Properties, Inc. (NYSE:CCP) (“CCP”) at the Company’s upcoming Special Meeting of Stockholders on August 15, 2017.
In its August 8, 2017 report, Egan-Jones stated:1
“…the proposed transaction [is] a desirable approach in maximizing shareholder value.”
“Given the track record of Sabra’s Board and management and their knowledge and expertise in healthcare, we believe that they have fully evaluated the pros and cons of the transaction. In our view, Sabra’s Board and management continue to work on the realization of the Company’s strategic plan of maximizing shareholder value in the long run.”
“…the diversification of portfolio resulting from the transaction will reduce the combined company’s exposure to industry and market risk, thereby providing it with competitive advantage in the SNF and senior housing, and prospective investment opportunities.”
“Hudson Bay and Eminence’s arguments are focused on the short term benefits given that they became shareholders only after the announcement of the CCP transaction.”
“…approval of the share issuance pursuant to the merger is in the best interests of the Company and its shareholders…”
Commenting on the Egan-Jones report, Sabra issued the following statement:
“We are pleased that Egan-Jones and Glass Lewis recognize the strategic and financial benefits of our merger with CCP and have recommended that shareholders vote to approve the Sabra common stock issuance proposal. We appreciate that these leading independent proxy voting advisory firms concluded that the Sabra Board of Directors and management team, with our proven track record of value creation, are better positioned to evaluate the transaction than Hudson Bay Capital or Eminence Capital, whom Egan-Jones and Glass Lewis recognize are new shareholders with a short term thesis and investment horizon.”
The Sabra Board of Directors unanimously recommends that Sabra shareholders vote “FOR” the Sabra common stock issuance proposal at the upcoming Special Meeting of Stockholders. Sabra recommends shareholders submit their votes by Internet or by telephone following the instructions shown on their proxy or voting instruction cards. Shareholders may also vote by marking, signing and dating their proxy or voting instruction card and returning the card by mail.
Sabra shareholders who have questions or need assistance voting their shares may contact the Company’s proxy solicitation agent, Innisfree M&A Incorporated toll-free at 1-888-750-5834.
Sabra Health Care REIT, Inc. (NASDAQ:SBRA), a Maryland corporation, operates as a self-administered, self-managed real estate investment trust (a “REIT”) that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra leases properties to tenants and operators throughout the United States and Canada.
ADDITIONAL INFORMATION ABOUT THE MERGER 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. This communication may be deemed to be solicitation material in respect of the proposed merger of CCP with a wholly owned subsidiary of Sabra. In connection with the proposed merger, Sabra has filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”), which includes a joint proxy statement/prospectus with respect to the proposed merger. The registration statement has been declared effective by the SEC and Sabra and CCP have each mailed the definitive joint proxy statement/prospectus to their respective stockholders. The definitive joint proxy statement/prospectus contains important information about the proposed merger and related 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 obtain copies of the joint proxy statement/prospectus and other relevant materials (when they become available) and any other documents filed with the SEC by Sabra and CCP for no charge at the SEC’s website at www.sec.gov. Copies of the documents filed by Sabra with the SEC are available free of charge on Sabra’s website at www.sabrahealth.com, or by directing a written request to Sabra Health Care REIT, Inc., 18500 Von Karman Avenue, Suite 550, Irvine, CA 92612, Attention: Investor Relations. Copies of the documents filed by CCP with the SEC are available free of charge on CCP’s website at www.carecapitalproperties.com, or by directing a written request to Care Capital Properties, Inc., 191 North Wacker Drive, Suite 1200, Chicago, Illinois 60606, Attention: Investor Relations.
PARTICIPANTS IN THE SOLICITATION
Sabra and CCP, and their respective directors and executive officers and certain other employees, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding persons who may be deemed participants in the proxy solicitation, including their respective interests by security holdings or otherwise, is set forth, or incorporated by reference, in the joint proxy statement/prospectus relating to the proposed merger that has been filed with the SEC and mailed to Sabra and CCP stockholders. This document can be obtained free of charge from the sources indicated above.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained herein, including statements about Sabra’s proposed merger with CCP, the expected impact of the proposed merger on Sabra’s financial results, Sabra’s ability to achieve the synergies and other benefits of the proposed merger with CCP and Sabra’s and CCP’s strategic and operational plans, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or “looks forward to” or the negative of these terms or other similar words, although not all forward-looking statements contain these words.
Forward-looking statements are based upon our current expectations and assumptions of future events and are subject to risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Some of the risks and uncertainties that could cause actual results to differ materially include, but are not limited to: the possibility that the parties may be unable to obtain required stockholder approvals or regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the potential adverse effect on tenant and vendor relationships, operating results and business generally resulting from the proposed transaction; the proposed transaction will require significant time, attention and resources, potentially diverting attention from the conduct of Sabra’s business; the amount of debt that will need to be refinanced or amended in connection with the proposed merger and the ability to do so on acceptable terms; changes in healthcare regulation and political or economic conditions; the anticipated benefits of the proposed transaction may not be realized; the anticipated and unanticipated costs, fees, expenses and liabilities related to the transaction; the outcome of any legal proceedings related to the transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. Additional information concerning risks and uncertainties that could affect Sabra’s business can be found in Sabra’s filings with the Securities and Exchange Commission, including Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2016. Additional information concerning risks and uncertainties that could affect CCP’s business can be found in CCP’s filings with the Securities and Exchange Commission, including Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2016.
We undertake no obligation to revise or update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
1 Permission to use quotations neither sought nor obtained
CONTACT: Contact: Investors: Sabra Healthcare REIT (888) 393-8248 Innisfree M&A Incorporated Arthur Crozier / Larry Miller (888) 750-5834 Or Media Sabra Healthcare REIT (888) 393-8248 Or Joele Frank, Wilkinson Brimmer Katcher Matthew Sherman / Jamie Moser / Matthew Gross 212-355-4449