A Medical Device Daily

Ventas (Louisville, Kentucky), a real estate investment trust, reported that the Ontario Superior Court of Justice has ruled that Sunrise Senior Living Real Estate Investment Trust (Toronto) is obligated to comply with its covenants in its purchase agreement with Ventas to enforce Sunrise’s rights under its confidentiality agreement with Health Care Property Investors (HCP; Long Beach, California).

Ventas filed the application in February (Medical Device Daily, Feb. 23, 2007).

In January, Ventas agreed to buy Sunrise for about $1.8 billion in cash and debt. Ventas noted that its acquisition of Sunrise was the result of an auction process conducted by the Sunrise trustees.

HCP proposed to buy Sunrise in a transaction that valued each Sunrise unit at C$18 ($15.45), representing a 20% premium over the C$15-per-unit price on offer in Sunrise’s proposed sale to Ventas, proposed Jan. 15. HCP said its offer values the equity of Sunrise at C$1.4 billion (MDD, Feb. 16, 2007).

At the conclusion of Sunrise’s process, Ventas noted that HCP withdrew from the process and did not make a final proposal “apparently because it was unable to reach the necessary agreements with the various parties. “

The court this week also granted Ventas’ request that the standstill terms in the confidentiality agreement between Sunrise and HCP are in effect.

Ventas said it looks forward to closing its transaction with Sunrise and that the Ontario Superior Court of Justice dismissed the applications filed by Sunrise, which sought clarification from the court regarding their rights to negotiate with HCP concerning its proposal.

In other court rulings, Possis Medical (Minneapolis) reported that dismissal of a lawsuit against it has been appealed.

Plaintiffs in the securities litigation, which was dismissed with prejudice by the U.S. District Court for the District of Minnesota in February, filed an appeal March 3 with the U.S. Court of Appeals for the Eighth Circuit. Possis said it believes the trial court acted properly and intends to contest the appeal vigorously.

The dismissed suit, filed in June 2005, arose from allegations concerning public statements made before the August 2004 public disclosure of Possis’ AiMI clinical study results. The case consolidated multiple class actions, and though no class had yet been certified, the court had appointed lead plaintiffs in August 2005. Possis filed its motion to dismiss shortly thereafter and oral arguments were heard in March 2006. (MDD, Feb. 6, 2007).

Possis makes cardiovascular and vascular treatment devices.