Ventas Inc. (VTR) agreed to acquire Cogdell Spencer Inc. (CSA)
in a deal that values the company at about $217 million and will
expand the health-care real estate investment trust's presence in
the medical office building sector.
Cogdell holders will receive $4.25 a share, an approximately 8%
premium to Friday's close. The stock last closed above the offer
price in September. Meanwhile, preferred stock holders will receive
$25 a share. Ventas valued its investment, including debt, at about
$760 million to $770 million, before transaction expenses.
The deal, which includes 72 medical office buildings, is
expected to immediately add to Ventas's normalized funds from
operations and is seen closing in the second quarter. The offer
values the properties at just over $200 a square foot.
"Cogdell's high-quality properties enhance our medical office
building market presence, especially in the Southeast, and provide
an opportunity to scale our Lillibridge Healthcare Services
subsidiary platform," Ventas Chairman and Chief Executive Debra A.
Cafaro said.
Meanwhile, Cogdell Chief Executive Raymond Braun said the board
conducted a thorough review of strategic options and said the sale
to Ventas will deliver the most value to shareholders.
Cogdell also has reached an agreement to sell its design-build
and development business, Erdman, to an affiliate of private-equity
firm Lubar & Co. prior to completion of the Ventas
transaction.
Ventas, the largest U.S. owner of senior housing and
assisted-living facilities, earlier this year acquired rival
Nationwide Health Properties in a move aimed at better capitalizing
on growing demand for senior housing.
Last month, the company reported its third-quarter earnings
surged 78% as recent acquisitions helped it more than double its
revenue from a year earlier.
Shares of both companies were inactive premarket. Ventas closed
Friday at $54.94, while Cogdell closed at $3.92.
-By Lauren Pollock, Dow Jones Newswires; 212-416-2356;
lauren.pollock@dowjones.com