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CHICAGO--([ BUSINESS WIRE ])--Ventas, Inc. (NYSE: VTR) (aVentasa or the aCompanya) announced today that it has agreed to sell 5,200,000 shares of its common stock to Citigroup, as sole underwriter, in an underwritten public offering. The Company has also granted Citigroup a 30-day option to purchase up to an additional 780,000 shares of common stock to cover overallotments, if any. The last reported sales price of the Companyas common stock on the New York Stock Exchange on May 31, 2012 was $58.82. The Company intends to use the net proceeds to repay indebtedness outstanding under its revolving credit facility and for working capital and other general corporate purposes, including to fund future acquisitions or investments, if any. Completion of the offering is subject to customary closing conditions.

The shares of common stock are being offered under the Companyas existing shelf registration statement. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the Securities and Exchange Commission. When available, copies of the prospectus supplement and the accompanying prospectus may be obtained from: Citigroup, Brooklyn Army Terminal, 140 58^th Street, 8^th Floor, Brooklyn, NY 11220 (Tel: 800-831-9146).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of more than 1,400 assets in 47 states (including the District of Columbia) and two Canadian provinces consists of seniors 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.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Companyas or its tenantsa, operatorsa, managersa or borrowersa expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (aREITa), plans and objectives of management for future operations and statements that include words such as aanticipate,a aif,a abelieve,a aplan,a aestimate,a aexpect,a aintend,a amay,a acould,a ashould,a awilla and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and actual results may differ from the Companyas expectations. The Company does not undertake a duty to update such forward-looking statements, which speak only as of the date on which they are made.

The Companyas actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Companyas filings with the Securities and Exchange Commission.These factors include without limitation: (a) the ability and willingness of the Companyas tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Companyas tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Companyas success in implementing its business strategy and the Companyas ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including its recent acquisition of Cogdell Spencer Inc. and investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal budget resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Companyas borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Companyas operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Companyas properties, to deliver high quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Companyas revenues, earnings and funding sources; (j) the Companyas ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Companyas ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax andother considerations; (l) final determination of the Companyas taxable net income for the year ended December 31, 2011 and the year ending December 31, 2012; (m) the ability and willingness of the Companyas tenants to renew their leases with the Company upon expiration of the leases, the Companyas ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (n) risks associated with the Companyas senior living operating portfolio, such as factors that can cause volatility in the Companyas operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in U.S. and Canadian currency exchange rates; (p) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators contained in the Companyas leases, including the rent escalator for Master Lease 2 with Kindred, and the Companyas earnings; (q) the Companyas ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the liquidity, financial condition and results of operations of the Companyas tenants, operators, borrowers and managers, and the ability of the Companyas tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) risks associated with the Companyas MOB portfolio and operations, including its ability to successfully design, develop and manage MOBs, to accurately estimate its costs in fixed fee-for-service projects and to retain key personnel; (t) the ability of the hospitals on or near whose campuses the Companyas MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (u) the Companyas ability to build, maintain and expand its relationships with existing and prospective hospital and health system clients; (v) risks associated with the Companyas investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partnersa financial condition; (w) the impact of market or issuer events on the liquidity or value of the Companyas investments in marketable securities; and (x) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers.Many of these factors are beyond the control of the Company and its management.