TOLEDO, Ohio--(BUSINESS WIRE)--Sep. 16, 2009-- Health Care REIT, Inc. (NYSE:HCN) announced today that it has commenced a tender offer to purchase for cash any and all of its outstanding 8.00% Senior Notes due 2012 (the “Notes”). The tender offer will expire at 5:00 p.m. Eastern Time on September 23, 2009, unless extended or earlier terminated by the company. The terms and conditions of the tender offer are set forth in an Offer to Purchase dated September 16, 2009 (the “Offer to Purchase”) and related Letter of Transmittal, which together constitute the “Offer.”

The purchase price to be paid for Notes that are validly tendered and not validly withdrawn on or prior to the expiration of the Offer is set forth in the table below:

Health Care REIT, Inc. will pay, in respect of any Notes accepted for purchase in the Offer, accrued and unpaid interest up to, but not including, the date of payment for the Notes, which is expected to be the next business day following the expiration of the Offer.

As described in the Offer to Purchase, tendered Notes may be withdrawn on or before the expiration of the Offer, but may not be withdrawn after the expiration. Withdrawn Notes may be re-tendered at any time prior to the expiration. The Offer is subject to certain customary conditions, but is not conditioned on the tender of a minimum principal amount of Notes. Health Care REIT, Inc. may amend, extend, or, subject to certain conditions, terminate the Offer at any time.

The company has engaged BofA Merrill Lynch to act as lead dealer manager and UBS Securities LLC to act as co-dealer manager for the Offer and Global Bondholder Services Corporation to act as Information Agent and Depositary for the Offer. Requests for documents may be directed to Global Bondholder Services Corporation at (866) 873-6300 (U.S. toll free) or at (212) 430-3774 (collect), or in writing to 65 Broadway – Suite 723, New York, NY 10006, Attention: Corporate Actions. Questions regarding the Offer may be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. toll free) or (980) 388-4603 (collect).

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Health Care REIT, Inc., the dealer managers, or the information agent/depositary is making any recommendation as to whether or not holders should tender their Notes in connection with the Offer.

DISCLOSURE NOTICE: The information contained in the release is as of September 16, 2009. Except as required by law, Health Care REIT, Inc. does not assume any obligation to update any forward-looking statements contained in this release as a result of new information or future events or developments. Some statements in this release may constitute forward-looking statements. Health Care REIT, Inc. cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, including the risk that the Offer may not be completed for various reasons, including the failure to satisfy the conditions to the Offer. A further list and description of risks and uncertainties can be found in Health Care REIT, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in its subsequent periodic reports on Forms 10-Q and 8-K.

About Health Care REIT. Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio, is a real estate investment trust that invests across the full spectrum of senior housing and health care real estate. The company also provides an extensive array of property management and development services. As of June 30, 2009, the company’s broadly diversified portfolio consisted of 620 properties in 39 states. More information is available on the company’s website at www.hcreit.com.

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the possible expansion of the company’s portfolio; the sale of properties; the performance of its operators/tenants and properties; its occupancy rates; its ability to acquire, develop and/or manage properties; its ability to enter into agreements with viable new tenants for vacant space or for properties that the company takes back from financially troubled tenants, if any; its ability to make distributions to stockholders; its policies and plans regarding investments, financings and other matters; its tax status as a real estate investment trust; its ability to appropriately balance the use of debt and equity; its ability to access capital markets or other sources of funds; its critical accounting policies; and its ability to meet its earnings guidance. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and senior housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; the company’s ability to transition or sell facilities with profitable results; the failure to make new investments as and when anticipated; acts of God affecting the company’s properties; the company’s ability to re-lease space at similar rates as vacancies occur; the company’s ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant bankruptcies or insolvencies; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future acquisitions; environmental laws affecting the company’s properties; changes in rules or practices governing the company’s financial reporting; and legal and operational matters, including real estate investment trust qualification and key management personnel recruitment and retention. Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Source: Health Care REIT, Inc.

Health Care REIT, Inc.
Scott Estes, 419-247-2800
Mike Crabtree, 419-247-2800