AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNRISE SENIOR LIVING, INC. BREWER HOLDCO, INC. BREWER HOLDCO SUB, INC. HEALTH CARE REIT, INC. AND RED FOX, INC. AUGUST 21, 2012Merger Agreement • August 22nd, 2012 • 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 this 21st day of August, 2012 by and among Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), Brewer Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Holdco”), Brewer Holdco Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Holdco Sub”), Health Care REIT, a Delaware corporation (“Parent”), and Red Fox, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).
