A Medical Device Daily

Health Care Property Investors (HCP; Long Beach, California) reported that Ventas (Louisville) has filed a lawsuit against it.

HCP said that Ventas claims that it interfered with Ventas' acquisition of Sunrise Senior Living Real Estate Investment Trust (Toronto). The suit seeks monetary relief of more than $100 million and punitive damages.

HCP said that Ventas' claims are without merit and that it intends a vigorous defense.

In January, Ventas agreed to buy Sunrise for about $1.8 billion in cash and debt. Then, after a formal bidding process in which Ventas emerged victorious, HCP made a late proposal to buy Sunrise in a transaction that valued each Sunrise unit at C$18 ($15.45). It said its offer represented a 20% premium over the C$15-per-unit price on offer in Sunrise's proposed sale to Ventas.

Last month Ventas said it had initiated an action in the Ontario Superior Court of Justice to recover from Sunrise damages resulting from, among other things, Sunrise's breaches of its standstill enforcement obligations in the purchase agreement in place between the two companies (Medical Device Daily, April 6, 2007).

Then, about a week later, in an apparent attempt to put to rest Ventas' threatened legal action against Sunrise, Ventas and Sunrise reported amending the purchase agreement they entered into on Jan. 14 to reflect an increase in the amount paid to unitholders of Sunrise from C$15 a unit to C$16.50 a unit.

The total value of the transaction including debt is C$2.28 billion (about $1.97 billion), an increase over the $1.8 billion that Ventas originally offered (MDD, April 12, 2007).