CareTrust REIT announces $817M recommended cash acquisition of Care REIT plc

CareTrust REIT (CTRE) announced that it has reached an agreement with the board of directors of Care REIT plc on the terms of a recommended cash offer to be made for the acquisition of Care REIT by CR United Bidco, a wholly-owned subsidiary of CareTrust. CareTrust has agreed to pay 108 pence in cash per ordinary share of Care REIT. Based on the Sterling to Dollar exchange rate on March 10, the terms of the acquisition represent a Care REIT market capitalization of $577M and, together with the assumption of net debt of approximately $240M, represents a total purchase price of approximately $817M. The acquisition represents a 32.8% premium to Care REIT’s March 10 closing share price and a 28.1% premium to the volume-weighted average share price of Care REIT for the twelve-month period ended March 10. The acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the UK Companies Act, meaning it is subject to court approval as well as approval by Care REIT’s shareholders and the satisfaction or waiver of other ordinary conditions to closing. The transaction has been unanimously approved by the boards of directors of both CareTrust and Care REIT and is currently expected to close in the second quarter of 2025. Bidco has obtained irrevocable undertakings from Care REIT’s directors and certain of its other shareholders to vote in favor of the scheme in respect of, in aggregate, 12,305,991 Care REIT Shares, representing approximately 3% of Care REIT’s issued ordinary share capital.