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Ventas, Inc. Message Board

  • CAPCAP99 CAPCAP99 May 28, 2011 4:28 PM Flag

    VTR NHP Merger

    I have owned VTR for about 8 years and a greater amount of NHP for about 16 years.

    Bottom line: I wish that the management of companies I’m invested in would focus less on doing deals and more on profitably running their companies.

    Received merger proxy statement/prospectus via Priority Mail from VTR and NHP this week. While over 200 pages, this document doesn’t clearly disclose an estimate of the overall cost of the proposed merger, but it is of course quantitative and explicit with regard to termination fees.

    For example, some “financial advisor”, lawyer, and other fees are disclosed and some are not (at least I can’t find them): J. P. Morgan (Aprox. $37M + expenses), Scadden Arps, Centerview Partners ($20M?), Venable LLP, Wachtell, Sherry et al, Innisfree M&A ($75K + expenses), MacKenzie Partners ($50K + expenses). Then there are all the golden parachutes/handshakes plus severance pay to laid-off peons. Add to that the cost of litigating the merger lawsuits. And finally, I think there has been a cost to NHP and VTR shareholders associated with both company’s management distraction from day-to-day business for about a year.

    We have already paid or will pay most of these costs, and we will certainly pay the termination fee if the deal isn’t consummated. So, as a shareholder, I have little choice but to hold my nose and vote for the merger.

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