Venable, teaming with Skadden Arps, represented California based Nationwide Health Properties, Inc. (“NHP”), a Maryland corporation, in NHP’s stock-for-stock merger into a subsidiary of Ventas, Inc., each a publicly held REIT. Venable’s role encompassed all applicable aspects of Maryland law, with advice to the NHP board on its responsibilities, including design of the merger agreement, avoidance of “Revlon” duties and appraisal rights, choice among competing bidders, treatment of executive benefits and indemnification, SEC compliance, proxy statement disclosures to stockholders, and Maryland real estate tax issues.
As is typical in modern public company M&A transactions, announcement of the merger was greeted by litigation, which was successfully defended, with Venable’s participation, in the Baltimore Circuit Court.
Alan Yarbro, Stewart Webb
, Jim Wright
and Michael Schiffer
represented Nationwide Health Properties, Inc. in the matter.