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Atria Senior Living Group to Merge Real Estate Portfolio with Ventas

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^{Published in Business and Finance on Friday, October 22nd 2010 at 5:16 GMT by Market Wire}  

LOUISVILLE, Ky.--([ BUSINESS WIRE ])--Atria Senior Living Group (Atria)today announced that it has signed a definitive agreement to merge its real estate with Ventas, Inc. (NYSE: VTR).As part of this transaction, Ventas will purchase Atriaa™s portfolio of senior living communities in exchange for an estimated $3.1 billion, including $1.35 billion in Ventas stock, $150 million in cash and $1.6 billion in debt either to be assumed or repaid. Atria will continue to manage the portfolio of communities and will remain an independent, privately-owned management company. Subject to certain approvals, the transaction is expected to close in the first half of 2011.

"The acquisition of Atriaa™s high quality real estate portfolio establishes Ventas as the largest owner of senior living communities in the United States and positions the company for substantial future growth"

Atria will enter into a long-term management agreement with Ventas, positioning the company to become the premier senior housing provider in the country. Atriaa™s existing owners a" private equity funds managed by Lazard Real Estate Partners (aLREPa) a" will continue to own the majority interest in Atria. In addition, Atriaa™s experienced management team will continue to run the company and will become minority owners of the company. Also as a result of this transaction, Matthew J. Lustig, Atriaa™s Chairman, will assume a seat on Ventasa™ Board of Directors.

aThis new relationship with Ventas will combine Atriaa™s senior housing management and operations expertise with the strength of an S&P 500 company known for making high quality, long-term real estate investments,a said John A. Moore, Atria Chief Executive Officer. aWe are excited that Atria will have the opportunity to continue to grow as a premier provider of senior living services. This puts us in a position to keep our residents, employees and commitment to quality as our utmost priorities. Ventasa™ commitment to make a long term investment in our real estate will serve as the basis for the continued growth of the Atria platform.a

Based in Louisville, Kentucky, Atria is one of the nationa™s leading providers of independent living, assisted living and memory care services, with more than 120 communities located in 27 states. Atria communities are home to approximately 13,000 residents, and the company has more than 8,000 employees. This merger should prove transparent to all of these individuals and will not affect the companya™s day-to-day operations.

aThe acquisition of Atriaa™s high quality real estate portfolio establishes Ventas as the largest owner of senior living communities in the United States and positions the company for substantial future growth,a said Ventas Chairman, President and Chief Executive Officer Debra A. Cafaro. aWe are also excited about our new relationship with Atria as it aligns us with an experienced management team, an outstanding platform of infrastructure and systems, and a base of employees who are committed to providing premier care to senior residents.a

Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of nearly 600 assets in 44 states (including the District of Columbia) and two Canadian provinces consists of senior housing communities, skilled nursing facilities, hospitals, medical office buildings and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States.

For more information regarding Atria Senior Living, please visit [ www.atriaseniorliving.com ]. More information about Ventas and Lillibridge can be found at [ www.ventasreit.com ] and [ www.lillibridge.com ].