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News and Information Article
INDIANAPOLIS, Oct. 31 /-FirstCall/ -- Windrose Medical
Properties Trust (NYSE: WRS) announced today that it has established a
record date and special meeting date for the holders of its common shares
to consider and vote upon the proposal to approve the previously announced
merger providing for the merger of Windrose with and into a wholly-owned
subsidiary of Health Care REIT, Inc.
The special meeting will be held on Thursday, December 14, 2006 at 3:00
p.m., local time, at the Holiday Inn located at 3850 DePauw Boulevard,
Indianapolis, Indiana 46268. The record date for determining the holders of
Windroses common shares entitled to notice of the special meeting and to
vote on the merger proposal will be the close of business on Wednesday,
November 8, 2006. The record date for determining the holders of Windroses
7.5% Series A cumulative convertible preferred shares entitled to notice of
the special meeting also will be the close of business on Wednesday,
November 8, 2006. Holders of Windroses 7.5% Series A cumulative
convertible preferred shares are not entitled to vote on the merger
proposal. Completion of the merger remains subject to the affirmative vote
of the holders of at least a majority of Windroses outstanding common
shares on the record date and other customary closing conditions.
About Windrose
Windrose is a self-managed real estate investment trust (REIT) based in
Indianapolis, Indiana with offices in Nashville, Tennessee. Windrose was
formed to acquire, selectively develop and manage specialty medical
properties, such as medical office buildings, ambulatory surgery centers,
outpatient treatment diagnostic facilities, physician group practice
clinics, specialty hospitals and treatment centers.
Additional Information and Where to Find It
In connection with this proposed transaction, Health Care REIT has
filed with the United States Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 (Registration No. 333-138006), which
contains a preliminary proxy statement/prospectus. Investors are urged to
carefully read the preliminary proxy statement/prospectus and any other
relevant documents filed with the SEC because they contain important
information. Investors can obtain the registration statement, including the
preliminary proxy statement/prospectus, and all other relevant documents
filed by Health Care REIT or Windrose with the SEC free of charge at the
SECs Web site http://www.sec.gov or, with respect to documents filed by Health
Care REIT, from Health Care REIT Investor Relations at One SeaGate, Suite
1500, P.O. Box 1475, Toledo, Ohio, 43603-1475, 419-247-2800 and, with
respect to documents filed by Windrose, from Windrose Investor Relations at
3502 Woodview Trace, Suite 210, Indianapolis, Indiana, 46268, 317-860-8875.
Participants in the Solicitation
The respective directors, trustees, executive officers and other
members of management and employees of Health Care REIT and Windrose may be
deemed to be participants in the solicitation of proxies from the
shareholders of Windrose in favor of the transactions. Information about
Health Care REIT and its directors and executive officers, and their
ownership of Health Care REIT securities, is set forth in the proxy
statement for Health Care REITs 2006 Annual Meeting of Stockholders, which
was filed with the SEC on March 28, 2006. Information about Windrose and
its trustees and executive officers, and their ownership of Windrose
securities, is set forth in the proxy statement for the 2006 Annual Meeting
of Shareholders of Windrose, which was filed with the SEC on April 10,
2006. Additional information regarding the interests of those persons may
be obtained by reading the preliminary proxy statement/prospectus.
This document may contain "forward-looking" statements as defined in
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements describe, among other things, the beliefs, expectations and
plans of Health Care REIT, Windrose and the combined entity that are not
based on historical facts. These forward-looking statements concern and are
based upon, among other things, the prospective merger of Health Care REIT
and Windrose. Forward-looking statements include any statement that
includes words such as "may," "will," "intend," "should," "believe,"
"expect," "anticipate," "project," "estimate" or similar expressions.
Forward-looking statements are not guarantees of future performance and
involve risks and uncertainties. Expected results may not be achieved, and
actual results may differ materially from expectations. This may be caused
by various factors, including, but not limited to: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; the inability to complete the merger
due to the failure to obtain shareholder approval or the failure to satisfy
other conditions to completion of the merger, including receipt of third
party approvals without unexpected delays or conditions; the failure to
complete the merger for any other reason; other factors affecting the
completion of the transaction and subsequent performance; unanticipated
developments relating to previously disclosed legal proceedings, other
legal proceedings that may be instituted against Health Care REIT and
Windrose relating to the merger, or similar matters; changes in economic or
general business conditions; issues facing the health care industry; and
other risks and uncertainties described from time to time in Health Care
REITs and Windroses public filings with the SEC. Neither Health Care REIT
nor Windrose assume any obligation to update or revise any forward-looking
statements or to update the reasons why actual results could differ from
those projected in any forward-looking statements.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Contact:
Windrose Medical Properties Trust
Fred Farrar
President and COO
(317) 860-8213
Investors/Media:
The Ruth Group
Stephanie Carrington/Jason Rando
(646) 536-7017/7025
scarrington@theruthgroup.com
jrando@theruthgroup.com
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