Shareholders of Carter Validus Mission Critical REIT Inc. (CVMC REIT I), a publicly registered non-traded real estate investment trust, approved the merger with affiliated REIT Carter Validus Mission Critical REIT II Inc. (CVMC REIT II).
At a special meeting of stockholders held yesterday, approximately 93.1 million shares voted in favor of the merger proposal, approximately 3.3 million voted against, and nearly 5.1 million abstained.
The Carter Validus REITs announced the proposed merger earlier this year, and once complete, will create an entity valued at approximately $3.2 billion. The transaction is expected to close in the second half of 2019.
The combined company will retain the Carter Validus Mission Critical REIT II name and will own 146 healthcare and data center properties in 33 states, totaling approximately 8.4 million square feet of space.
Under the terms of the agreement, CVMC REIT I stockholders will receive $1.00 per share in cash and 0.4681 shares of CVMC REIT II Class A common stock for each share of CVMC REIT I common stock owned.
Upon completion, CVMC REIT I stockholders will own approximately 39 percent of the combined company, and CVMC REIT II stockholders will own approximately 61 percent, on a fully diluted basis.
CVMC REIT I owns a $1.2 billion portfolio comprised of 61 healthcare properties, as of March 2019. The company’s offering was declared effective by the SEC in December 2010 and closed in June 2014 after raising more than $1.7 billion in investor equity, according to Summit Investment Research.
CVMC REIT I declared an estimated net asset value of $5.33 per share, as of June 30, 2018. The company’s previously declared NAV per share was $9.26, which was later updated to $6.26 per share in connection with a $3.00 per share special cash distribution paid on March 16, 2018. Shares were originally sold for $10.00 each.
CVMC REIT II invests in net leased data center and healthcare assets and raised approximately $1.2 billion in investor equity after launching its initial primary offering in May 2014. The company’s follow-on offering, which closed in November 2018, raised $86.9 million as of July 23, 2018.