AGREEMENT AND PLAN OF MERGER BY AND AMONG HEALTH CARE REIT, INC., HEAT MERGER SUB, LLC, HEAT OP MERGER SUB, L.P., WINDROSE MEDICAL PROPERTIES TRUST AND WINDROSE MEDICAL PROPERTIES, L.P. DATED AS OF SEPTEMBER 12, 2006Merger Agreement • September 15th, 2006 • Health Care Reit Inc /De/ • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 12, 2006 by and among Health Care REIT, Inc., a Delaware corporation (“Parent”), Heat Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Heat OP Merger Sub, L.P., a Virginia limited partnership and a wholly-owned, indirect subsidiary of Parent (“OP Merger Sub”), Windrose Medical Properties Trust, a Maryland real estate investment trust (the “Company”), and Windrose Medical Properties, L.P., a Virginia limited partnership and the operating limited partnership of the Company (“Company OP”).
