Health Care REIT, Inc. (NYSE:HCN) entered into a definitive merger agreement to acquire Sunrise Senior Living Inc. (NYSE:SRZ) from Carlson Capital, L.P., Scopia Fund Management, LLC, Avenir Corporation, BlackRock, Inc. (NYSE:BLK) and other shareholders for approximately $860 million in cash on August 21, 2012. Under the terms of the agreement, Health Care will pay $14.50 per share for all the outstanding common stock, performance stock units and restricted stock units of Sunrise. Health Care will also pay $47 million for all the outstanding options. Upon termination of the merger agreement under specified circumstances, Sunrise may be required to pay Health Care a termination fee of $40 million.

Pursuant to the transaction, Sunrise will continue to operate them under the "Sunrise" name and all Sunrise employees will be retained. The transaction is not subject to any financing contingency. The closing of the transaction is subject to approval by the shareholders of Sunrise, expiration or termination of applicable waiting periods for the Mergers under the Hart Scott Rodino Act, regulatory approvals and customary closing conditions. The transaction was approved by the Sunrise and Health Care Board of Directors.

As of September 7, 2012, Sunrise announced today that a special meeting of stockholders will be held on January 7, 2013 for the approval of the transaction. In addition, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on October 26, 2012. The transaction is expected to close in the first half of 2013. If the transaction does not close on or prior to February 21, 2013, as a result of certain closing extension rights which may be exercised by Health Care REIT, Sunrise shareholders will be entitled to receive additional transaction consideration during the period beginning on February 21, 2013.

Sunrise has declared a conditional special cash dividend of $2.1 per share of Sunrise to holders of Sunrise common stock as of the close of business on January 8, 2013. The special cash dividend does not change the overall amount of consideration of $14.5 in cash per share. Sunrise stockholders will receive $12.4 in cash per share as merger consideration and $2.1 in cash per share as a special dividend, for a total of $14.5 in cash per share. The dividend will be paid concurrently with the payment of the merger consideration and will be conditioned upon the consummation of the sale of Sunrise's management business, the receipt of funds at least equal to the aggregate amount of the dividend in connection with such sale, and the consummation of the merger with Health Care REIT. Sunrise currently expects that the merger will close prior to market open on January 9, 2013.

As of January 7, 2013, the transaction has been approved by Sunrise Senior stock holders.

Mandar Vadhavkar, Gray Hampton and Sravan Emany of BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisors for Health Care. Joe Howe and Cynthia Mann of Arnold & Porter LLP, Mary Ellen Pisanelli of Shumaker, Loop & Kendrick, LLP, and David J. Zampa, Matthew McQueen and Bill Fay of Sidley Austin, LLP acted as legal advisors for Health Care. Mike Graziano and Avi Mehrotra of Goldman, Sachs & Co. and John Horrigan of KeyBanc Capital Markets Inc. acted as financial advisors and Adam O. Emmerich, David K. Lam, Stella Amar, Marshall Shaffer, T. Eiko Stange, Tijana Dvornic, Joseph Larson, Scott Charles and Austin T. Witt of Wachtell, Lipton, Rosen & Katz as legal advisors for Sunrise. Eugene Pinover and David Drewes of Willkie Farr & Gallagher LLP acted as legal advisor for Sunrise Senior Living.

Health Care REIT, Inc. (NYSE:HCN) completed the acquisition of Sunrise Senior Living Inc. (NYSE:SRZ) from Carlson Capital, L.P., Scopia Fund Management, LLC, Avenir Corporation, BlackRock, Inc. (NYSE:BLK) and other shareholders on January 9, 2013.