Healthcare REIT Transitions Management, Fends Off Second Takeover Bid

Griffin-American Healthcare REIT II, formerly known as Grubb & Ellis Healthcare REIT II, announced on Jan. 9 that it has successfully transitioned its advisory and dealer manager agreements from Grubb & Ellis Company and its affiliates to co-sponsorship by American Healthcare Investors and Griffin Capital Corporation.

The U.S. Securities and Exchange Commission’s declaration of the REIT’s post-effective amendment to its registration statement, effective Jan. 6, 2012, comes after American Realty Capital’s second takeover bid. A spokesperson for the newly-transitioned REIT chalked the attempt up to ARC trying to be disruptive during an extremely busy and time-sensitive period.

Back in November 2011, ARC offered to sponsor the former Grubb & Ellis Healthcare REIT II in an unsolicited bid that was submitted to the REIT’s board of directors.


A spokesperson for what’s now Griffin-American Healthcare REIT told SHN that the offer presented a conflict of interest, as American Realty already sponsors a REIT with very similar goals.

However, this did not deter the company from again trying to “muscle their way onto the REIT’s board,” according to InvestmentNews.

“We have received correspondence from a stockholder and another individual notifying us of their intention to nominate an alternative slate of directors for election at the 2012 annual meeting of stockholders,” the company said in its SEC filing.


“The notices, which are substantially the same, name persons associated with one or more entities related to American Realty Capital, one of our competitors, as proposed nominees,” according to the filing. “The notices also identify such entities, and certain individuals associated with such entities, as “stockholder- associated persons,’ which in this case means that such persons are acting in concert with the individuals who submitted the notices.”

The REIT has now completed its transition despite what its executive management team termed as attempts to “disrupt” or distract.

“We are genuinely humbled by the broad-based and resounding support we’ve received from our stockholders, independent broker-dealer partners and their registered representatives through a necessary transition,” said chairman and CEO Jeff Hanson in a statement.  “Griffin-American Healthcare REIT II remains the REIT they know, managed by the people they trust, delivering the performance they expect and deserve.”

“With the successful conclusion of our transition, we are completely focused on the expansion of our portfolio of clinical healthcare real estate and positioning the company for a successful liquidity event for our stockholders in the future,” said Danny Prosky, president and COO.

Written by Alyssa Gerace

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