Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
February 03 2015 - 6:03AM
Edgar (US Regulatory)
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FILED
BY OMEGA HEALTHCARE INVESTORS, INC. |
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PURSUANT
TO RULE 425 UNDER THE SECURITIES ACT OF 1933 |
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AND
DEEMED FILED UNDER RULE 14A-12 |
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UNDER
THE SECURITIES EXCHANGE ACT OF 1934 |
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FILING
BY: OMEGA HEALTHCARE INVESTORS, INC. (“OMEGA”) |
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SUBJECT
COMPANY: AVIV REIT, INC. (“AVIV”) |
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SEC
FILE NO. OF AVIV: 001-35841 |
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PRESS
RELEASE – FOR IMMEDIATE RELEASE |
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OMEGA
ANNOUNCES SPECIAL MEETING DATE |
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HUNT
VALLEY, MARYLAND – February 2, 2015 – Omega Healthcare Investors, Inc. (NYSE:OHI) announced today that its
Board of Directors set the date of Omega’s special meeting of stockholders to consider and vote on, among other things,
the issuance of shares of Omega common stock in connection with Omega’s proposed acquisition of Aviv REIT, Inc. (NYSE:AVIV).
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The
special meeting will be held on Friday, March 27, 2015, at 10:00 a.m. Eastern time. Omega stockholders of record
as of the close of business on February 12, 2015 will be entitled to receive notice of and to participate at the special meeting.
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Additional
information about the special meeting is included in the preliminary joint proxy statement/prospectus filed with the Securities
and Exchange Commission (the “SEC”) on January 5, 2015, and the definitive joint proxy statement/prospectus which
is expected to be mailed to stockholders of record after the related registration statement is declared effective by the SEC.
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As
previously announced on October 31, 2014, Omega and Aviv have entered into a definitive agreement under which Omega will acquire
all of the outstanding shares of Aviv in a stock-for-stock merger. Under the terms of the agreement, Aviv stockholders will
receive a fixed exchange ratio of 0.90 Omega shares for each share of Aviv common stock they own. |
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Completion
of the transaction is subject to satisfaction of customary closing conditions, including the approval of stockholders of both
companies. The transaction is currently expected to close in the first half of 2015. |
200
International Circle
Suite 3500
Hunt Valley, MD
21030
Phone: 410-427-1700
Fax: 410-427-8800
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* * * * * * |
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Omega is a real
estate investment trust investing in and providing financing to the long-term care industry. As of September 30,
2014, Omega’s portfolio of investments consisted of 562 operating healthcare facilities located in 37 states and operated
by 50 third-party healthcare operating companies. As of September 30, 2014, Omega’s portfolio of investments included
477 skilled nursing facilities, 19 assisted living facilities and 11 specialty facilities, and fixed rate mortgages on 53
skilled nursing facilities and 2 assisted living facilities. |
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FOR FURTHER INFORMATION,
CONTACT |
Bob Stephenson,
CFO at (410) 427-1700 |
________________________ |
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Forward-Looking
Statements |
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This announcement
includes forward-looking statements. Actual results may differ materially from those reflected in such forward-looking statements
as a result of a variety of factors, including, among other things: (i) the ability of the parties to successfully file the
definitive joint proxy statement/prospectus with the SEC; (ii) the ability of the parties to close the proposed transaction;
(iii) risks relating to the integration of Aviv’s operations and employees into Omega and the possibility that the anticipated
synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected
timeframe; (iv) the outcome of any legal proceedings related to the proposed transaction; (v) uncertainties relating to the
business operations of the operators of Omega’s properties, including those relating to reimbursement by third-party
payors, regulatory matters and occupancy levels; (vi) regulatory and other changes in the healthcare sector, including without
limitation, changes in Medicare reimbursement; (vii) changes in the financial position of Omega’s operators; (ix) the
ability of operators in bankruptcy to reject unexpired lease obligations, modify the terms of Omega’s mortgages, and
impede the ability of Omega to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security
deposits for the debtor's obligations; (x) the availability and cost of capital; (xi) competition in the financing of healthcare
facilities; (xii) Omega’s ability to maintain its status as a real estate investment trust; and (xiii) other factors
identified in Omega’s filings with the SEC. Statements regarding future events and developments and Omega’s future
performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking
statements. |
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Important Additional
Information |
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In connection with the proposed acquisition
of Aviv, on January 5, 2015, Omega filed a registration statement on Form S-4 with the SEC, which includes the preliminary
joint proxy statement of Omega and Aviv and which also constitutes a preliminary prospectus of Omega. The information
in the preliminary joint proxy statement/prospectus is not complete and may be changed. The definitive joint
proxy statement/prospectus will be mailed to stockholders of Omega and Aviv after the registration statement is declared effective
by the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS
AND SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the registration statement and joint proxy statement/prospectus, as well as other documents filed by Omega and Aviv, at the
SEC's website (www.sec.gov). Those documents, as well as Omega’s other public filings with the SEC,
may be obtained without charge at Omega’s website at www.omegahealthcare.com. In addition, copies of the definitive
proxy statement/prospectus, as well as Aviv’s other public filings with the SEC, may be obtained without charge at Aviv’s
website at www.avivreit.com. |
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Omega, Aviv, their respective directors and executive officers
and other members of management and employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Omega’s directors and executive officers is available in
its proxy statement for its 2014 annual meeting of stockholders, filed with the SEC by Omega on April 29, 2014, and information
regarding Aviv’s directors and executive officers is available in its proxy statement for its 2014 annual meeting of
stockholders, filed with the SEC by Aviv on April 15, 2014. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the registration
statement and the joint proxy statement/prospectus (or will be contained in any amendments or supplements thereto and in other
relevant materials to be filed with the SEC, when they become available). These documents can be obtained free of charge from
the sources indicated above. |
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