Quality Care Properties Announces Expiration of “Go-Shop” Period and Qualification of an Excluded Party
During the "go-shop" period, representatives of
After consulting with its financial and legal advisors, QCP's Board determined that the Acquisition Proposal could reasonably be expected to lead to a Superior Offer. Â Therefore, the Potential Bidder is an "
The Board has not yet determined that the Acquisition Proposal constitutes a Superior Offer under the Merger Agreement. Â The Acquisition Proposal provides that the Potential Bidder will need to obtain debt financing and is subject to several conditions, including completion of a due diligence review of
The Board has not changed its recommendation and continues to recommend that QCP's stockholders vote to approve the merger with
Advisors
Goldman, Sachs & Co. LLC and Lazard are financial advisors to QCP.  Wachtell, Lipton, Rosen & Katz is legal advisor to QCP.
About QCP
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company filed with the
Participants in Solicitation
The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the holders of the Company's common stock in respect of the proposed merger transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company's 2018 annual meeting of shareholders, which was filed with the
Safe Harbor Statement
Certain statements contained in this communication may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as "guidance," "believes," "expects," "intends," "forecasts," "can," "could," "may," "anticipates," "estimates," "plans," "projects," "seeks," "should," "targets," "will," "would," "outlook," "continuing," "ongoing," and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on the Company's current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company's control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the contemplated transactions; the failure to obtain the approval of the Company's shareholders of the proposed merger transaction; the failure to satisfy any of the other conditions to the completion of the transactions, including conditions related to approval by the
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