Healthcare Trust of America Stockholders Approve Merger with Healthcare Realty

Rhea-AI Summary

Healthcare Trust of America (HTA) has announced that its stockholders approved the merger with Healthcare Realty Trust (HR) during a special meeting on July 15, 2022. The transaction is set to close on July 20, 2022. HTA stockholders will receive a cash dividend of $4.82 per share and an exchange ratio of 1:1 based on HR's unaffected price of $30.26 as of February 24, 2022. The merger aims to create a leading medical office building REIT and is expected to enhance value creation through increased governance and resources.

Positive

• HTA and HR stockholders approved the merger, indicating strong support.
• Creation of a preeminent medical office building REIT expected to enhance competitive positioning.
• HTA stockholders will receive a special cash dividend of $4.82 per share.

Negative

• Concerns regarding the integration of the two companies and realization of expected merger benefits.
• Potential for significant transaction costs and unknown liabilities.
• Risks associated with management distraction from ongoing operations during merger process.

Transaction Expected to Close on July 20, 2022

SCOTTSDALE, Ariz., July 15, 2022 /PRNewswire/ -- Healthcare Trust of America, Inc. (NYSE: HTA) ("Healthcare Trust of America" or "HTA") today announced that, based on a preliminary vote count, its stockholders have approved the previously announced combination with Healthcare Realty Trust Incorporated ("HR") at today's Special Meeting of Stockholders ("Special Meeting").

In a separate special meeting of stockholders held today, based on a preliminary vote count, HR stockholders also voted to approve the merger.

"We are pleased that HTA's and HR's stockholders support our companies' transformative combination, which will create the preeminent, pure-play medical office building REIT, with the governance, management, assets and resources to more effectively compete and deliver sustainable value creation," stated Brad Blair, Chairman of the Board, Healthcare Trust of America.

The transaction is expected to close on July 20, 2022. HTA stockholders will receive a special cash dividend of $4.82 per share and a transaction exchange ratio of 1:1 based on HR's unaffected price of $30.26 on February 24, 2022.

Final voting results for the HTA and HR special meetings will be disclosed on Form 8-Ks filed by the companies with the Securities and Exchange Commission.

J.P. Morgan Securities LLC is acting as exclusive financial advisor and McDermott Will & Emery LLP is acting as legal advisor to Healthcare Trust of America.

About Healthcare Trust of America, Inc.
Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, with assets comprising approximately 26.0 million square feet of gross leasable area, and with $7.8 billion invested primarily in medical office buildings, as of March 31, 2022.  HTA provides real estate infrastructure for the integrated delivery of healthcare services in highly-desirable locations.  Investments are targeted to build critical mass in 20 to 25 leading gateway markets that generally have leading university and medical institutions, which generally translates to superior demographics, highly-educated graduates, intellectual talent and job growth.  The strategic markets HTA invests in support a strong, long-term demand for quality medical office space.  HTA utilizes an integrated asset management platform consisting of on-site leasing, property management, engineering and building services, and development capabilities to create complete, state of the art facilities in each market.  We believe this drives efficiencies, strong tenant and health system relationships, and strategic partnerships that result in high levels of tenant retention, rental growth and long-term value creation.  Headquartered in Scottsdale, Arizona, HTA has developed a national brand with dedicated relationships at the local level. Founded in 2006 and listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its stockholders that have outperformed the US REIT index, since inception.  More information about HTA can be found on the Company's website (www.htareit.com), Facebook, LinkedIn and Twitter.

Forward-Looking Language

This press release contains certain forward-looking statements with respect to HTA. Forward-looking statements are statements that are not descriptions of historical facts and include statements regarding management's intentions, beliefs, expectations, plans or predictions of the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because such statements include risks, uncertainties and contingencies, actual results may differ materially and in adverse ways from those expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, without limitation, the following: HTA's ability to consummate the merger (the "Merger") with HR on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to satisfaction of the closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement relating to the Merger; risks related to diverting the attention of HTA and HR management from ongoing business operations; failure to realize the expected benefits of the Merger; significant transaction costs and/or unknown or inestimable liabilities; risks associated with stockholder litigation in connection with the Merger, including resulting expense or delay; the risk that HTA's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the ability to obtain the expected financing to consummate the Merger; risks related to future opportunities and plans for HTA, including the uncertainty of expected future financial performance and results of the combined company following completion of the Merger; effects relating to the announcement of the proposed transaction or any further announcements or the consummation of the Merger on the market price of HTA's or HR's common stock; the possibility that, if the combined company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of HTA's common stock could decline; general adverse economic and local real estate conditions; changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry; the availability of capital; changes in interest rates; competition in the real estate industry; the supply and demand for operating properties in HTA's proposed market areas; changes in accounting principles generally accepted in the US; policies and guidelines applicable to REITs; the availability of properties to acquire; the availability of financing; pandemics and other health concerns, and the measures intended to prevent their spread, including the currently ongoing COVID-19 pandemic; and the potential material adverse effect these matters may have on HTA's business, results of operations, cash flows and financial condition. Additional information concerning HTA and its business, including additional factors that could materially and adversely affect HTA's financial results, include, without limitation, the risks described under Part I, Item 1A – Risk Factors, in HTA's 2021 Annual Report on Form 10-K and in HTA's other filings with the Securities and Exchange Commission.

Contacts

Financial Contact:
Robert A. Milligan
Chief Financial Officer
480.998.3478

Media Contact:
Andrew Siegel / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449

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SOURCE Healthcare Trust of America, Inc.

FAQ

What are the details of the HTA and HR merger?

The merger will create a leading medical office building REIT, with HTA stockholders receiving a $4.82 cash dividend and a 1:1 exchange ratio based on HR's unaffected share price of $30.26.

When is the merger between HTA and HR expected to close?

The merger is expected to close on July 20, 2022.

What are the expected benefits of the HTA and HR merger?

The merger aims to enhance governance, management, and resources to provide sustainable value creation.

What risks are associated with the HTA and HR merger?

Risks include integration challenges, significant transaction costs, and potential management distractions from core operations.