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Activist Investor Looks To Torpedo Third Proposed Merger For Healthcare REIT


Two healthcare-focused real estate investment trusts are on their way to a merger vote — but not a successful one, if activist investor Jonathan Litt has anything to say about it.

REITs Healthcare Trust of America and Healthcare Realty Trust reached a merger agreement with a pro forma equity market capitalization of approximately $11.6B in late February.

But Healthcare Realty Trust’s offer to buy Healthcare Trust of America still needs approval from Healthcare Realty Trust’s shareholders, which is due to vote on July 15. Litt, whose company Land & Buildings Investment Management owns a stake in Healthcare Realty, will vote against the merger, Bloomberg reported.

Litt created a 22-page presentation arguing that the proposed merger is the result of flawed decision making and that its end result will be good for management but bad for shareholders.

A third REIT, senior housing and medical real estate-focused Welltower Inc., previously made a better offer, Litt said. He argued that the $4.8B all-cash bid, put forward in February, is 28% higher than Healthcare Realty Trust’s current share price.

The merger with Healthcare Trust of America, meanwhile, would dilute Healthcare Realty Trust’s portfolio and leave the newly formed company burdened by debts, according to Litt. Share sell-offs took place in late February when the deal was first announced, reducing its $6.7B valuation to $5.7B, Bloomberg reported.

Litt, whose stake in Healthcare Realty Trust is approximately 1%, also believes that the deal is unlikely to get the two-thirds of votes it needs to move forward.

“We see little strategic rationale for Healthcare Realty’s acquisition of Healthcare Trust of America and find it puzzling that HR rejected Welltower’s all-cash offer to pursue a value-destructive transaction,” Litt said in a statement. “Numerous other HR shareholders that we have spoken to plan to vote against the deal.”

Healthcare Realty Trust has been at the center of dramatic merger talks throughout 2022. In May, the company said it had rejected an all-cash offer from an undisclosed bidder. The suitor turned out to be Welltower, in spite of the failed merger attempt just a few months earlier.

CORRECTION, JUNE 17, 4 P.M. ET: A previous version of this story misstated the nature of the July 15 vote and has been updated.