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| Jeff Hanson |
IRVINE, CA and NEW YORK, NY (Aug. 5, 2014) –
Griffin-American Healthcare REIT II, Inc. (“Griffin-American”) and NorthStar
Realty Finance Corp. (NYSE: NRF) (“NorthStar Realty”) today announced that the
boards of directors of both companies have unanimously approved a definitive
merger agreement under which NorthStar Realty will acquire all of the
outstanding shares of Griffin-American in a stock and cash transaction valued
at $4 billion, or $11.50 per Griffin-American share.
Subject to the terms and conditions of the
merger agreement, Griffin-American stockholders will receive: (i) $7.75 per
share in cash; and (ii) $3.75 per share in NorthStar Realty common stock.
The stock portion
will be subject to a collar such that Griffin-American shareholders will receive
0.1859 NorthStar Realty shares if NorthStar Realty’s stock price is above
$20.17 per share at closing and 0.2344 NorthStar Realty shares if NorthStar
Realty’s stock price is below $16.00 at closing.
If NorthStar
Realty’s stock price at closing is between $16.00 and $20.17 per share, Griffin
shareholders will receive a number of NorthStar Realty shares between 0.1859
and 0.2344, equal to $3.75 in value.
“When we launched Griffin-American Healthcare
REIT II nearly five years ago, we set out to build a premium portfolio of
diversified healthcare real estate in order to provide investors with an
opportunity to realize a compelling return on their investment,” said Jeff
Hanson, chairman and CEO of Griffin-American.
“With this transaction, we have executed on
our strategy, validating our investment thesis and delivering a strong result
for stockholders.”
For a complete copy of the
company’s news release, please contact:
Damon Elder
(949) 270-9207
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