A Medical Device Daily

Ventas (Louisville) and Sunrise Senior Living Real Estate Investment Trust (Toronto) have agreed to amend the purchase agreement they entered into on Jan. 14 to reflect an increase in the amount paid to unitholders of Sunrise from C$15 per unit to C$16.50 per 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

The sweetened offer would appear to put to rest Ventas' threatened legal action against Sunrise in regards to a standstill agreement that company had with a rival bidder, Health Care Property Investors (HCP; Long Beach, California).

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.

At the conclusion of Sunrise's bidding, Ventas said that HCP withdrew and declined to submit a final proposal "apparently because it was unable to reach the necessary agreements with the various parties. "

As a part of the amended terms, if the purchase agreement is terminated for any reason other than a breach by Ventas, Sunrise has agreed to reimburse Ventas for up to C$10 million in expenses. The agreement also contemplates that, conditioned on the closing of the transaction, Ventas and Sunrise will settle the outstanding litigation that Ventas has filed against Sunrise.

In connection with the amendment to the agreement, the Sunrise special meeting of unitholders to consider the proposed transaction has been scheduled for April 19.

Michael Warren, chairman of Sunrise REIT and the special committee of the Sunrise REIT board of trustees formed to consider the transaction, said: "With Ventas' 10% purchase price increase, the final price represents a premium of approximately 57% over the volume weighted average trading price of the REIT's units on the Toronto Stock Exchange for the 20-day period immediately preceding the announcement of the original transaction in January.

Debra Cafaro, president/CEO and chairman of Ventas, said that while her company continues to be excited about the Sunrise portfolio and development pipeline, "it is important to underscore, however, that C$16.50 is Ventas' 'best and final' price; if we do not complete this transaction at this price, we will focus our attention on the other attractive acquisition opportunities in our pipeline."

Ventas is a healthcare real estate investment trust. Its portfolio of properties in 43 states includes independent and assisted living facilities, skilled nursing facilities, hospitals and medical office buildings.

Sunrise was formed to indirectly acquire, own and invest in income-producing senior living communities in major metropolitan markets and their surrounding suburban areas in Canada and the U.S.

In other dealmaking news:

• Refac Optical Group (Fort Lee, New Jersey) reported that its board approved the delisting of its common stock from the American Stock Exchange in connection with the merger of the company with ROG Acquisition, with Refac becoming a private company.

The delisting will become effective 10 days after the filing. However, the company could withdraw the form before the delisting becomes effective.

Refac bills itself as a leader in the retail optical industry and the sixth largest retail optical chain in the U.S. It operates 517 retail locations in 47 states and Canada.

• InfoLogix (Hatboro, Pennsylvania), a provider of mobile intelligence technology solutions, said it acquired a cutting edge patent portfolio surrounding RFID technology that manages medication management and delivery.

The company said the acquisition strengthens its ability to extend the function of its Mobile Care Stations with automated medication tracking, in addition to complementing the capabilities of InfoLogix's RFID-based software systems, HealthTrax and BedCentral ED, which help manage workflow and locate clinicians, patients and assets in hospitals.

The purchased patent portfolio consists of five U.S. patents and 10 pending patent applications, and allows coverage to be extended to applications in more than 30 countries including China and Japan, as well as countries in Europe and North America.

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