MERGER AGREEMENT by and among VENTAS, INC., VENTAS SL I, LLC, VENTAS SL II, LLC, VENTAS SL III, LLC, ATRIA HOLDINGS LLC, LAZARD SENIOR HOUSING PARTNERS LP, LSHP COINVESTMENT PARTNERSHIP I LP, ATRIA SENIOR LIVING GROUP, INC., ONE LANTERN SENIOR LIVING...Merger Agreement • October 27th, 2010 • Ventas Inc • Real estate investment trusts • New York
This Merger Agreement (this “Agreement”), dated as of October 21, 2010, is made by and among Ventas, Inc., a Delaware corporation (“Acquiror”), Ventas SL I, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub A”), Ventas SL II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub O”), Ventas SL III, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub C”), Atria Holdings LLC, a Delaware limited liability company (“Atria Holdings”), Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), and LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP”), Atria Senior Living Group, Inc., a Delaware corporation (“Atria Inc.”), One Lantern Senior Living Inc, a Delaware corporation (“OLSL Inc”), and LSHP Coinvestment I Inc, a Delaware corporation (“Coinvestment Inc”). Capitalized
