HCP, INC. (ticker: HCP, exchange: NYSE Archipelago Exchange (.N))
News Release -
Stockholders of CNL Retirement Properties Approve Merger
LONG BEACH, Calif. & ORLANDO, Fla., Sep 26, 2006 (BUSINESS WIRE) -- Health Care Property Investors, Inc. (NYSE:HCP) and CNL Retirement
Properties, Inc. announced that CNL Retirement Properties'
stockholders have voted to approve its proposed merger with and into a
wholly owned subsidiary of Health Care Property Investors at the
special meeting of stockholders of CNL Retirement Properties held
Upon consummation of the merger, each outstanding share of common
stock of CNL Retirement Properties will be converted into the right to
receive merger consideration consisting of $11.1293 in cash and 0.0865
of a share of common stock of Health Care Property Investors.
The transaction is expected to close in October.
About Health Care Property Investors, Inc.
Health Care Property Investors, Inc., headquartered in Long Beach,
Calif., is a self-administered real estate investment trust that
invests directly or through joint ventures in healthcare facilities.
As of June 30, 2006, HCP's portfolio of properties, excluding assets
held for sale but including investments through joint ventures and
mortgage loans, included 534 properties in 42 states and consisted of
143 seniors' housing facilities, 182 medical office buildings, 29
hospitals, 155 skilled nursing facilities and 25 other healthcare
facilities. For more information on Health Care Property Investors,
Inc., visit HCP's website at www.hcpi.com.
About CNL Retirement Properties, Inc.
Founded in 1997 and headquartered in Orlando, Fla., CNL Retirement
Properties, Inc. is a real estate investment trust with investments
primarily in independent living, assisted living and continuing care
retirement communities, medical office buildings and other medical
real estate. As of June 30, 2006, CNL Retirement Properties, Inc.
owned a portfolio of 273 properties in 33 states (excluding properties
held for sale). For more information, please visit
www.cnlretirement.com/retirementprop/. CNL Retirement Corp. is the
advisor to CNL Retirement Properties, Inc. providing management,
acquisition and advisory services since 1998.
Safe Harbor Statement under the U.S. Private Securities Litigation
Reform Act of 1995:
The statements contained in this press release that are not
historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements, which include
statements regarding the consummation of the merger and the expected
timing of such consummation, are subject to risks and uncertainties
that could cause actual results to differ materially from those set
forth in or implied by forward-looking statements. These include risks
and uncertainties with respect to the ability of HCP to obtain
financing necessary to consummate the acquisition or on acceptable
terms and the ability of HCP and CRP to complete the conditions to
closing. Some of these risks, and other risks, are described in the
proxy statement/prospectus (see "Risk Factors" beginning on page 19)
and from time to time in CRP's and HCP's Securities and Exchange
Commission (SEC) filings. CRP and HCP undertake no obligation and do
not intend to update these forward-looking statements to reflect
events or circumstances occurring after the date of this document. You
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this document. All
forward-looking statements are qualified in their entirety by this
This communication is being made in respect of the proposed merger
transaction involving HCP and CRP. In connection with the proposed
merger, HCP filed with the SEC a registration statement on Form S-4
containing a proxy statement/prospectus for stockholders of CRP and
other documents regarding the proposed transaction. CRP'S STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
registration statement containing the proxy statement/prospectus and
other documents are available free of charge at the SEC's website,
www.sec.gov. The final proxy statement/prospectus was mailed to CRP's
stockholders on or about August 7, 2006. You will also be able to
obtain the proxy statement/prospectus and other documents free of
charge at HCP's website at www.hcpi.com or by contacting CNL Client
Services at 1-866-650-0650.
SOURCE: Health Care Property Investors, Inc.
Health Care Property Investors, Inc.
Mark A. Wallace, 562-733-5100
SVP, Chief Financial Officer & Treasurer
CNL Retirement Properties, Inc.
Clark Hettinga, 407-835-3200
SVP & Chief Financial Officer
Angie McBrayer, 407-835-3298
Senior Marketing Representative