Welltower and NorthStar Healthcare Income announced that NorthStar Healthcare has entered into a definitive merger agreement to be acquired by an affiliate of Welltower, in an all cash transaction with an approximate enterprise value of $900 million, or around $185,000 per unit. Under the term of the merger agreement, NorthStar Healthcare’s stockholders will receive $3.03 per share in cash. This per share consideration exceeds the net asset value per share of $2.96 determined by NorthStar Healthcare’s board of directors as of June 30, 2024.
NorthStar has a portfolio of 40 seniors housing communities with 4,886 independent living, assisted living and memory care units that have been significantly renovated in recent years throughout the U.S. which, subject to satisfaction of closing conditions and closing under the merger agreement, Welltower anticipates will be allocated to an entity affiliated with its recently announced funds management business. The proposed acquisition, which has been unanimously approved by NorthStar Healthcare’s board of directors, is expected to close in the first half of 2025, subject to customary closing conditions, including approval by NorthStar Healthcare’s stockholders, who will vote on the merger at a special meeting on a date to be announced by NorthStar Healthcare. The merger is not subject to a financing condition.
Under the terms of the merger agreement, NorthStar Healthcare’s board of directors and advisors may actively initiate, solicit and consider alternative acquisition proposals during a 40-day “go shop” period starting from the date of the merger agreement. NorthStar Healthcare will have the right to terminate the merger agreement to accept a superior proposal subject to the terms and conditions of the merger agreement.
CS Capital Advisors is serving as financial advisor, and Morrison & Foerster LLP is serving as legal advisor, to NorthStar Healthcare.
