M&A - CareTrust REIT, Inc.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025012013

Filing Summary: On March 11, 2025, CareTrust REIT, Inc. announced a firm intention to make a cash offer to acquire the entire issued and to be issued ordinary share capital of Care REIT plc, valued at approximately US$817 million. This acquisition will be implemented through a court-sanctioned scheme of arrangement under the UK Companies Act. Target shareholders will receive 108 pence per share, valuing existing capital at approximately US$577 million, alongside the assumption of approximately US$240 million in net debt. The completion of the acquisition is contingent on several conditions, including shareholder approval representing at least 75% of the shares voted and court sanctioning. Both companies' boards have unanimously approved the transaction, which is expected to close in the second quarter of 2025. Additionally, a co-operation agreement has been established to facilitate the acquisition process. CareTrust intends to finance this acquisition through its existing revolving credit facility. A press release was issued on the same date announcing the acquisition details.

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