REG - CareTrust REIT, Inc. Care REIT PLC - CareTrust Q1 2025 Operating Results

Care REITAnnouncement

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RNS Number : 1408H  CareTrust REIT, Inc.  02 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

2 May 2025

 

RECOMMENDED CASH ACQUISITION

of

Care REIT plc ("CRT plc")

by

CR United Bidco Ltd ("Bidco"), a wholly-owned subsidiary of CareTrust REIT,
Inc. ("CareTrust")

CareTrust Announces First Quarter 2025 Operating Results

CareTrust has yesterday announced its first quarter 2025 operating results.
The quarterly operating results on Form 10-Q and the associated press release
issued by CareTrust can be found at
https://investor.caretrustreit.com/resources/Offer-for-Care-REIT
(https://investor.caretrustreit.com/resources/Offer-for-Care-REIT) .

Unless otherwise defined, capitalised terms used in this Announcement have the
same meanings as set out in the scheme document dated 2 April 2025 relating to
the Acquisition (the "Scheme Document").

Enquiries:

 CareTrust / Bidco
 Dave Sedgwick                                                     +1 (949) 542 3134
 Piper Sandler Limited (Financial Adviser to CareTrust and Bidco)
 Richard Singh                                                     +44 (0) 20 7796 8400

 Damian Thornton

 Frederic Bloquel
 J.P. Morgan Cazenove (Financial Adviser to CareTrust and Bidco)

 Ashish Agrawal                                                    +44 (0) 20 3493 8000

 Jonty Edwards

 Edward Hatter

 Jones Day is retained as legal adviser to CareTrust and Bidco.

Consents

Each of Piper Sandler and J.P. Morgan has given and not withdrawn its written
consent to the issue of this Document with the inclusions of the reference to
its name in the form and context in which they appear.

Important Notices Relating to Financial Advisers

Piper Sandler Limited ("Piper Sandler"), which is authorised and regulated by
the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as
financial adviser exclusively to CareTrust and Bidco and for no one else in
connection with the Acquisition and the matters set out in this Announcement
and will not regard any other person as its client in relation to the
Acquisition and the matters in this Announcement and will not be responsible
to anyone other than CareTrust and Bidco for providing the protections
afforded to clients of Piper Sandler nor for providing advice in relation to
any matter referred to in this Announcement. Neither Piper Sandler nor any of
its affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Piper Sandler in connection with the
Acquisition, the contents of this Announcement or any other matters referred
to in this Announcement.

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorized in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential Regulation
Authority and the FCA) ("J.P. Morgan"), is acting as financial adviser
exclusively for CareTrust and Bidco and no one else in connection with the
matters set out in this Announcement and will not regard any other person as
its client in relation to the matters in this Announcement and will not be
responsible to anyone other than CareTrust and Bidco for providing the
protections afforded to clients of J.P. Morgan, nor for providing advice in
relation to any matter referred to herein.

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is unlawful.  The
Acquisition is intended to be implemented by way of the Scheme pursuant to the
terms of the Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the Scheme.
Any decision, vote or other response in respect of the Acquisition should be
made only on the basis of the information contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the
document to be sent to CRT plc Shareholders which will contain the terms and
conditions of such Takeover Offer).

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside England and
Wales.

This Announcement does not constitute a prospectus or a prospectus exempted
document.

Nothing in this Announcement should be relied on for any other purpose.

Overseas Jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves of and observe such restrictions.  Further
details in relation to Overseas Shareholders are contained in the Scheme
Document.  Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.  To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.  Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Acquisition to CRT plc Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident or to which they are subject.
Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements, as any failure to comply with
such requirements may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

The Acquisition is subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the FCA and the Listing Rules.

Sanctions Disqualified Shareholders

Sanctions Disqualified Shareholders should refer to the Scheme Document (or,
if the Acquisition is implemented by way of a Takeover Offer, the offer
document), which contains important information in relation to such holders.

Additional information for US investors

The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the US
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "US Exchange Act") or other requirements of US
law. Instead, the Scheme is subject to disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement, which are
different from the disclosure requirements of the United States under the US
Exchange Act, including US proxy solicitation or tender offer rules.

The financial information included in the Rule 2.7 Announcement and the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the document to be sent to CRT plc Shareholders which will contain the terms
and conditions of such Takeover Offer) has been, or will have been, prepared
in accordance with accounting standards applicable in the UK and thus may not
be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the US. Generally accepted accounting principles in
the US differ in significant respects from accounting standards applicable in
the UK.

Neither the US Securities and Exchange Commission, nor any US state securities
commission or any securities commission of other jurisdictions, has approved
or disapproved the Acquisition, passed judgement upon the fairness or the
merits of the Acquisition or passed judgement upon the adequacy or accuracy of
this Announcement or the Scheme Document. Any representation to the contrary
may be a criminal offence in the United States.

If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer and determines to extend the Takeover Offer into the United States, such
Takeover Offer would be made in compliance with all applicable United States
laws and regulations, including to the extent applicable Section 14(e) of the
US Exchange Act and Regulation 14E thereunder, and in accordance with the
Takeover Code. Such a takeover would be made in the United States by Bidco and
no one else. Accordingly, the Acquisition would be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
offer timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer procedures and
law.

If the Acquisition is implemented by way of a Takeover Offer, and it is
determined that Rule 14e-5 of the US Exchange Act applies to the Takeover
Offer, then in accordance with normal United Kingdom practice and pursuant to
Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of CRT plc outside of the
United States, other than pursuant to the Acquisition, until the date on which
the Acquisition becomes Effective, lapses or is otherwise withdrawn.

The receipt of cash pursuant to the Acquisition by a US CRT plc Shareholder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws.

Each US holder of CRT plc Shares is urged to consult his, her or its
independent professional adviser immediately regarding the tax consequences of
the Acquisition.

It may be difficult for US holders of CRT plc Shares to enforce their rights
and claims arising out of the US federal securities laws, since CRT plc is
located in a country other than the US, all of its officers and directors are
residents of countries other than the US, and all of its assets are located
outside of the US. US holders of CRT plc Shares may not be able to effect
service of process within the United States on a non-US company or sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's jurisdiction and
judgement.

Forward-Looking Statements

This Announcement and the Scheme Document (including information incorporated
by reference in this Announcement and the Scheme Document), oral statements
made regarding the Acquisition, and other information published by CareTrust,
Bidco and CRT plc contain certain statements which are, or may be deemed to
be, forward-looking statements (including, (in the case of CareTrust and Bidco
only but not in the case of CRT plc) for the purposes of the US Private
Securities Litigation Reform Act of 1995), beliefs or opinions, with respect
to the financial condition, results of operations and business of CareTrust,
Bidco and CRT plc. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.

Forward-looking statements often use words such as "anticipate", "target",
"expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or other words
of similar meaning. These statements are based on assumptions and assessments
made by CRT plc, and/or CareTrust and/or Bidco, in light of their experience
and their perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements in this
Announcement and/or the Scheme Document could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given by CRT plc, CareTrust and Bidco that such expectations will prove to
have been correct and CRT plc Shareholders are therefore cautioned not to
place undue reliance on these forward-looking statements which speak only as
at the date of this Announcement. Neither CRT plc nor CareTrust nor Bidco
assumes any obligation and CRT plc, CareTrust and Bidco disclaim any intention
or obligation, to update or correct the information contained in this
Announcement or the Scheme Document (whether as a result of new information,
future events or otherwise), except as required by applicable law or
regulation (including under the Listing Rules and the Disclosure Guidance and
Transparency Rules of the FCA).

EXCEPT AS EXPRESSLY PROVIDED IN THIS ANNOUNCEMENT AND/OR THE SCHEME DOCUMENT,
THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF CRT
PLC, CARETRUST OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES
THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY
ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING
STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE
SATISFACTION OF THE CONDITIONS AND THE RISKS DISCUSSED IN CARETRUST'S 10-K
FILING WITH THE US SECURITIES EXCHANGE COMMISSION, WHICH CAN BE ACCESSED AT
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001590717/000162828025005118/ctre-20241231.htm
(https://www.sec.gov/ix?doc=/Archives/edgar/data/0001590717/000162828025005118/ctre-20241231.htm)
, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL,
ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE
AND INTEREST RATES, FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS, THE ABILITY
AND WILLINGNESS OF TENANTS TO MEET AND/OR PERFORM THEIR OBLIGATIONS UNDER
LEASES; THE IMPACT OF HEALTHCARE REFORM LEGISLATION; THE ABILITY OF TENANTS TO
COMPLY WITH APPLICABLE LAWS, RULES AND REGULATIONS IN THE OPERATION OF THE
PROPERTIES LEASED TO THEM, THE ABILITY OF CARETRUST AND ITS AFFILIATES
(INCLUDING, AFTER THE ACQUISITION, CRT PLC) TO GENERATE SUFFICIENT CASH FLOWS
TO SERVICE OUTSTANDING INDEBTEDNESS, CARETRUST'S AND, AFTER THE ACQUISITION,
CRT PLC'S ACCESS TO DEBT AND, INDIRECTLY, EQUITY CAPITAL MARKETS, THE ABILITY
TO RETAIN KEY MANAGEMENT PERSONNEL (WHETHER EXTERNAL OR INTERNAL), CHANGES IN
TAX LAWS AND TAX RATES; AND OTHER RISKS INHERENT IN THE REAL ESTATE BUSINESS.
SUCH FORWARD-LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF
SUCH FACTORS. NEITHER CARETRUST NOR BIDCO NOR CRT PLC, NOR ANY OF THEIR
RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY
REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS
EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT
WILL ACTUALLY OCCUR.

No Profit Forecasts, Estimates or Quantified Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for CRT plc for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
CRT plc.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested (directly
or indirectly) in 1 per cent. or more of any class of relevant securities of
an offeree company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening Position
Disclosure after the commencement of the offer period and, if later, after the
announcement that first identifies any securities exchange offeror. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of:
(i) the offeree company; and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the tenth Business Day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the tenth Business Day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is (or as a result of
any dealing becomes) interested in (directly or indirectly) 1 per cent. or
more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror, and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

Electronic Communications

CRT plc Shareholders should be aware that addresses, electronic addresses and
certain information provided by CRT plc Shareholders, persons with information
rights and other relevant persons for the receipt of communications from CRT
plc may be provided to CareTrust and/or Bidco during the Offer Period as
required under Section 4 of Appendix 4 of the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on CareTrust's website at
https://investor.caretrustreit.com/resources/Offer-for-Care-REIT
(https://investor.caretrustreit.com/resources/Offer-for-Care-REIT) and CRT
plc's website at https://www.carereit.co.uk/investors/the-offer
(https://www.carereit.co.uk/investors/the-offer) .

For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
in hard copy form free of charge. Any such person may also request that all
future documents, announcements and information in relation to the Acquisition
are sent to them in hard copy form, in each case, subject to applicable
securities laws.

A hard copy of this Announcement may be requested by contacting Computershare
on 0370 703 0340 (or +44 370 703 0340 if calling from outside the UK). Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The Shareholder Helpline is open between 8.30 a.m. and 5.30 p.m., Monday
to Friday (excluding public holidays in England and Wales). Different charges
may apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. Please note the
Shareholder Helpline cannot provide advice on the merits of the Scheme nor
give any financial, investment, legal or tax advice.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the UK or, if not, from another
appropriate authorised independent financial adviser.

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