Robbins Umeda LLP Is Investigating Nationwide Health Properties, Inc. Acquisition for Shareholders
Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Nationwide Health Properties, Inc. (NYSE: HNP) in connection with their efforts to sell Nationwide to Ventas, Inc. (NYSE: VTR).
On February 28, 2011, Nationwide and Ventas announced a definitive merger agreement under which Ventas will acquire all of the outstanding shares of Nationwide in a stock-for-stock transaction valued at approximately $7.4 billion. If the deal closes, Nationwide shareholders will receive a fixed exchange ratio of 0.7866 Ventas shares for each share of Nationwide common stock they own. Based on the closing stock price for Ventas on Friday, February 25, 2011, this consideration would be equivalent to $44.99 of Ventas stock for each Nationwide share. The transaction is expected to close in the third quarter 2011.
The investigation seeks to determine whether Nationwide’s board of directors undertook a fair process to obtain maximum value for its shareholders or whether they placed their own interests ahead of shareholders. The transaction represents only a 15% premium to Nationwide’s closing price on February 25, 2011. Moreover, on February 22, 2011, one analyst had a price target of $45.00 on Nationwide. Notably, the Ventas board of directors will be expanded to include three directors from Nationwide, including Douglas M. Pasquale, Nationwide’s Chairman, President, and Chief Executive Officer.