CareTrust REIT, Inc. Announces Recommended Cash Acquisition of Care REIT plc Offer is Best and Final

Rhea-AI Summary

CareTrust REIT (NYSE:CTRE) has announced its final recommended cash offer to acquire Care REIT plc at 108 pence per share through its subsidiary CR United Bidco The offer represents a 32.8% premium to Care REIT's March 10, 2025 closing price and a 28.1% premium to the twelve-month volume-weighted average share price.

CEO Dave Sedgwick emphasized the company's commitment to entering the UK market, highlighting strong interest from UK operators. The cash offer provides certainty amid increasing global market volatility. Additionally, CareTrust announced its US skilled nursing and seniors housing pipeline has expanded to $500 million, indicating continued growth momentum from 2024 into 2025.

Positive

• Significant pipeline growth to $500 million in US skilled nursing and seniors housing
• Strategic expansion into UK market with strong operator interest
• Offering 32.8% premium to Care REIT's share price
• Cash offer provides certainty amid market volatility

Negative

• Final offer terms limit potential upside for shareholders
• Increased exposure to global market uncertainty
• Integration risks in new UK market entry

Insights

Financial Analyst

CareTrust's UK acquisition bid and $500M US pipeline signal aggressive growth strategy with clear international expansion plans.

CareTrust REIT's 108 pence per share cash offer for Care REIT plc represents a significant expansion strategy with international dimensions. The bid comes at a 32.8% premium to Care REIT's March closing price and a 28.1% premium to its twelve-month volume-weighted average.

What's particularly notable is the dual-growth approach emerging here. While pursuing this UK acquisition, CareTrust simultaneously announced a refreshed $500 million pipeline for skilled nursing and seniors housing investments in the US market. This indicates the company isn't merely shifting focus internationally but maintaining aggressive growth in its core domestic market.

The "best and final" designation for the offer creates a take-it-or-leave-it dynamic that could expedite the decision process, providing shareholders with clarity. While the company has stated it will enter the UK regardless of this specific acquisition outcome, successfully completing this transaction would provide immediate scale rather than starting from zero.

The healthcare real estate sector continues showing resilience, and CareTrust appears to be capitalizing on favorable industry conditions that made 2024 successful for them. This acquisition strategy demonstrates management's confidence in their ability to operate across markets while maintaining growth momentum in their established territories.

M&A Specialist

CareTrust's final offer structure creates negotiating leverage while ensuring market entry regardless of outcome.

The structure of CareTrust's acquisition offer reveals sophisticated M&A tactics at work. By declaring the 108 pence per share offer as "full, fair, and final," CareTrust is employing a calculated pressure strategy to discourage prolonged negotiations while simultaneously keeping an escape clause if competitive bidders emerge.

This approach serves dual purposes: it creates urgency for Care REIT shareholders to accept terms while protecting CareTrust from overpaying. The explicit exceptions allowing price revision if another bidder appears shows savvy preparation for competitive scenarios.

Most revealing is CEO Dave Sedgwick's statement that they've "already won" regardless of the shareholder vote outcome. This positions CareTrust brilliantly by demonstrating conviction in their UK market entry strategy while reducing perceived negotiating leverage for Care REIT. By publicly committing to UK expansion one way or another, CareTrust signals they aren't desperate for this specific acquisition, potentially preventing a bidding war.

The timing reference to "global markets increased in volatility" cleverly frames their cash offer as a safe harbor for Care REIT shareholders. This contrast between market uncertainty and "absolute certainty" of their cash offer represents textbook acquirer messaging designed to emphasize the immediate, guaranteed value of accepting rather than holding out for potentially better terms.

SAN CLEMENTE, Calif.--(BUSINESS WIRE)-- CareTrust REIT, Inc. (NYSE:CTRE) announced today its recommended cash offer for the acquisition of Care REIT by CR United Bidco Ltd ("Bidco"), a wholly-owned subsidiary of CareTrust (the "Acquisition") for 108 pence per share to be full, fair, and final.

The financial terms of the Acquisition therefore will not be increased, save that CareTrust and Bidco reserve the right to revise the financial terms of the Acquisition if: (i) there is an announcement of a possible offer or a firm intention to make an offer for CRT plc by any third party; or (ii) the Panel otherwise provides its consent (such consent to be given only in wholly exceptional circumstances). A more fulsome joint announcement from CareTrust and Care REIT was made today on the Regulatory News Service.

Dave Sedgwick, CareTrust CEO, said, “In an important sense, regardless of the outcome of the shareholder vote, we feel like we have already won because of the tremendous reception we have received by many UK operators who are eager to work with us to help them grow and advance their missions of providing exceptional care. One way or another, we are coming to the UK, we believe there will be ample opportunity for meaningful growth and already see the beginnings of our UK investment pipeline taking shape.” Mr. Sedgwick continued, “In recent weeks global markets have increased in volatility and uncertainty. This recommended cash offer, in contrast, provides absolute certainty for a significant premium for Care REIT shareholders. When we announced the offer, our price represented a 32.8% premium to Care REIT’s March 10, 2025 closing share price and a 28.1% premium to the volume-weighted average share price of Care REIT for the twelve-month period ended March 10, 2025."

In addition to its proposed acquisition of Care REIT, CareTrust announced today its United States skilled nursing and seniors housing pipeline has reloaded to $500 million.

Mr. Sedgwick, said, “The conditions that made 2024 a historic year for us continue into 2025. We have never been more excited about our ability to deliver meaningful growth for our shareholders and trusted operators. The pipe continues to reload with opportunities to grow and diversify the portfolio in strategic ways.”

About CareTrust™

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net-leased properties, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States and internationally. More information about CareTrust REIT is available at www.caretrustreit.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding CareTrust’s intent, belief or expectations, including, but not limited to, statements regarding the following: CareTrust’s expectations regarding the acquisition, the care home investment and financing environment in the UK, and CareTrust’s future growth prospects. Words such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements, though not all forward-looking statements contain these identifying words.

The forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although CareTrust believes that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and CareTrust can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on CareTrust’s operations and future prospects or which could cause actual results to differ materially from expectations include, but are not limited to: (i) changes in global, political, economic, business, competitive, market and regulatory forces, (ii) future currency exchange and interest rates, (iii) the possibility of an offer or firm intention to make an offer for CRT plc by any third party; (iv) the ability of CareTrust to complete the acquisition of CRT plc, integrate its operations and achieve the benefits expected to result from the acquisition, (v) future business combinations or dispositions, (vi) the ability and willingness of tenants to meet and/or perform their obligations under leases, including without limitation, their obligations to indemnify, defend and hold CareTrust harmless from and against various claims, litigation and liabilities ; (vii) the ability of tenants to comply with applicable laws, rules and regulations in the operation of the properties leased to them, (viii) the ability of CareTrust and its affiliates (including, after the acquisition, CRT plc) to generate sufficient cash flows to service outstanding indebtedness, and CareTrust’s and, after the acquisition, CRT plc’s access to debt and equity capital markets, (ix) CareTrust’s ability to retain key management personnel, (x) the risk that CareTrust may have to incur impairment charges related to its assets held for sale if it is unable to sell such assets at the prices it expects, (xi) changes in tax laws and tax rates, (xii) the impact of healthcare reform legislation, (xiii) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments, and (ivx) any additional factors included in CareTrust’s Annual Report on Form 10-K for the year ended December 31, 2024, including in the section entitled “Risk Factors” in Item 1A of such report, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed with the SEC.

The statements in this press release are provided as of the date hereof, unless specifically stated otherwise. CareTrust expressly disclaims any obligation to update or revise any information in this press release, whether to reflect any change in CareTrust’s expectations, any change in events, conditions or circumstances, or otherwise, except as required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250417047326/en/

CareTrust REIT, Inc.

(949) 542-3130

ir@caretrustreit.com

Source: CareTrust REIT, Inc.

FAQ

What is the acquisition price offered by CareTrust REIT (CTRE) for Care REIT plc?

CareTrust REIT is offering 108 pence per share in cash for Care REIT plc, representing a 32.8% premium to the March 10, 2025 closing price.

How large is CareTrust REIT's (CTRE) current US pipeline for skilled nursing and seniors housing?

CareTrust REIT announced its US skilled nursing and seniors housing pipeline has reached $500 million.

What premium does CareTrust REIT's (CTRE) offer represent to Care REIT's shareholders?

The offer represents a 32.8% premium to Care REIT's March 10, 2025 closing share price and a 28.1% premium to the twelve-month volume-weighted average share price.

What are CareTrust REIT's (CTRE) expansion plans in the UK market?

CareTrust REIT has confirmed its commitment to entering the UK market, citing strong interest from UK operators and plans for meaningful growth regardless of the Care REIT acquisition outcome.