Carter Validus Mission Critical REIT, Inc. and Carter Validus Mission Critical REIT II, Inc. have entered into a definitive agreement to merge in a stock and cash transaction, creating an entity valued at approximately $3.2 billion.
Under the terms of the merger agreement, CVMC REIT I stockholders will receive $1.00 per share in cash and .4681 shares of CVMC REIT II Class A common stock for each share of CVMC REIT I common stock owned.
Upon completion of the merger, current CVMC REIT I stockholders will own approximately 39 percent and current CVMC REIT II stockholders will own approximately 61 percent of the combined company, on a fully diluted basis.
The transaction is expected to close in the second half of 2019, subject to certain closing conditions, including the approval of the merger by CVMC REIT I stockholders.
“We are excited to announce the merger of CVMC REIT I and CVMC REIT II and believe that joining together the two complimentary portfolios creates significant advantages for stockholders of both companies. We expect that the combined company will benefit from increased size and scale, further diversification of tenancy and geography, and the continued guidance of its seasoned management team, culminating in expanded potential liquidity options and resulting value to stockholders,” stated Michael A. Seton, Chief Executive Officer and President of CVMC REIT I and CVMC REIT II.
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The transaction is expected to close in the second half of 2019, subject to certain closing conditions, including the approval of the merger by CVMC REIT I stockholders.
The merger agreement includes a “go-shop” provision that allows the special committee of the board of directors of CVMC REIT I and its advisors to actively solicit and negotiate with other potential acquirers to determine whether they are interested in making a proposal to acquire all or part of CVMC REIT I. Accordingly, CVMC REIT I will solicit competing acquisition proposals through May 26, 2019.
