IRVINE, Calif., Aug. 18, 2014 (GLOBE NEWSWIRE) -- Sabra Health Care REIT, Inc.'s ("Sabra," the "Company" or "we") (Nasdaq: SBRA ) largest tenant, Genesis HealthCare ("Genesis"), announced today that it has signed a definitive agreement to combine with Skilled Healthcare Group, Inc. ("Skilled"). According to Genesis's announcement, Skilled shareholders will collectively own 25.75% of the vote and value of the fully-diluted equity of the combined company and Genesis shareholders will own the other 74.25%. After completion of the transaction, the new company will operate under the Genesis HealthCare name and will be traded on the NYSE. The closing of the transaction is subject to regulatory approvals, expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as well as other conditions. According to Genesis's announcement, the closing of the combination is expected to occur in early 2015.
Commenting on the proposed transaction, Rick Matros, CEO and Chairman, said "We believe the quality of our tenant base, including our existing parent guaranty from Genesis, is only strengthened by this transaction and our shareholders will benefit by the enhanced transparency of Genesis being a publicly-traded company. Genesis is a leading operator in the sector and we view this transaction favorably."
ABOUT SABRA
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.
FORWARD-LOOKING STATEMENTS SAFE HARBOR
This release contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified, without limitation, by the use of "expects," "believes," "intends," "should" or comparable terms or the negative thereof. Forward-looking statements in this release include all statements regarding our expectations regarding the proposed combination of Genesis and Skilled, including the potential impact on the quality of our tenant base and the strength of our existing guaranty from Genesis.
Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including, among others, the following: risks relating to the ability of Genesis and Skilled to satisfy the conditions to the transaction; risks that the businesses will not be integrated successfully; risks that any cost savings and other synergies from the transaction that may be anticipated by Genesis and Skilled may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult for Genesis to maintain relationships with customers, employees or suppliers; and other factors discussed from time to time in our news releases, public statements and/or filings with the Securities and Exchange Commission (the "SEC"), especially the "Risk Factors" sections of our Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking statements made in this press release are not guarantees of future performance, events or results, and you should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.
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