After Nationwide Health Properties, Inc announced that its board of directors agreed to a takeover of Nationwide Health Properties by Ventas, Inc. investigations on behalf of investors in Nationwide Health Properties Inc. (Public, NYSE:NHP) shares concerning the potential unfairness of the proposed takeover and possible breaches of fiduciary duties by certain Nationwide Health Properties officers and directors were announced.
The investigations by law firms concern whether certain officers and directors at Nationwide Health Properties breached or will breach their fiduciary duties in connection with the proposed takeover.
On Monday, Feb 28, 2011 Nationwide Health Properties, Inc. (NYSE: NHP) and Ventas, Inc. (NYSE: VTR) announced that the Boards of Directors of both companies have unanimously approved an agreement under which Ventas Inc will acquire all of the outstanding shares of Nationwide Health Properties, Inc. (NYSE:NHP) in a stock-for-stock transaction valued at $7.4 billion.
Under the terms of the proposed agreement, shareholders in Nationwide Health Properties, Inc. (NYSE:NHP) shares will receive a fixed exchange ratio of 0.7866 Ventas shares for each NHP common stock they own.
Nationwide Health Properties, Inc. said that based on the closing stock price for Ventas on Friday, February 25, 2011, this consideration would be equivalent to $44.99 of Ventas stock for each NHP share, representing a premium to NHP shareholders of approximately 15% over NHP's closing stock price on that day.
But Nationwide Health Properties Inc. performed well for its investors in the past. Nationwide Health Properties 12 months Total Revenue went from $209.55million in 2006 to $390.51million in 2009. For the first three quarters Nationwide Health Properties Inc. reported a combined nine months Total Revenue of $325.49million with a combined nine months Net Income of $108.45million.
In addition shares of Nationwide Health Properties Inc. (NYSE: NHP) traded as recently as October 2010 over $41 per share leaving NHP investors with only a meager premium. Moreover one analyst had a price target of $45.00 on Nationwide Health Properties Inc. (NYSE: NHP)
Therefore the investigations monitor and concern whether the Nationwide Health Properties Inc. Board of Directors will undertake an adequate and fair sales process in the proposed takeover to obtain the maximized consideration for all shareholders of Nationwide Health Properties Inc. (NYSE:NHP) and will breach their fiduciary duties to Nationwide Health Properties (NYSE:NHP) shareholder by failing to adequately shop the Company before entering into any transaction. The investigation concerns also whether Ventas, Inc. would underpay for NYSE:NHP shares, thus unlawfully harming Nationwide Health Properties investors. A potential class action lawsuit would seek to maximize the amount of money and information NYSE NHP shareholders would receive in a buyout, so one law firm.