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Quality Care-Welltower deal go-shop period ends with one new offer on the table

Healthcare real estate investment trust Quality Care Properties Inc. said it received an acquisition proposal that could possibly lead to an offer superior to the $20.75-per-share all-cash deal presented by peer Welltower Inc. in April.

During the "go-shop" period that ended June 9, Quality Care's financial adviser, Goldman Sachs, contacted 34 parties including REITs, healthcare providers and financial sponsors to solicit their interest in making an offer for the company. Five parties entered confidentiality agreements, and one party made an offer.

The potential bidder will need to obtain debt financing under its proposal, which remains subject to conditions, including the completion of due diligence review of Quality Care and HCR ManorCare Inc.and negotiating a definitive merger agreement. Welltower, in a joint venture with ProMedica Health System Inc., is also offering to buy HCR ManorCare when its ownership transfers to landlord Quality Care.

Because the board and its advisers determined that the new offer could be more favorable than Welltower's offer, the potential buyer is now considered an "excluded party," and Quality Care, though now subject to "no-shop" provisions, may continue to provide information to and engage in further discussions with that party.

Quality Care said there can be no assurance that the proposal will lead to a superior offer, and discussions with the potential buyer could end at any time.

The company's board continues to recommend that shareholders vote in favor of the merger with Welltower.