Ventas, Inc./Nationwide Health Properties, Inc.

On February 28, 2011, Ventas, Inc. (NYSE: VTR) and Nationwide Health Properties, Inc. (NYSE: NHP) has entered into an agreement under which Ventas will acquire all of the outstanding shares of NHP in a stock-for-stock transaction valued at $7.4 billion.

Under the terms of the agreement, NHP shareholders will receive a fixed exchange ratio of 0.7866 Ventas shares for each share of NHP common stock they own, equal to $44.99 based on recent closing prices. Upon closing of the transaction, Ventas shareholders are expected to own approximately 65% and NHP shareholders are expected to own approximately 35% of the combined company.

Closing is expected in Q311.

Centerview Partners LLC is acting as financial advisor to Ventas, and Wachtell, Lipton, Rosen & Katz is acting as legal counsel. J.P. Morgan Securities LLC is acting as financial advisor to NHP, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel.

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