Less than two weeks before a special meeting at which shareholders will vote on whether to merge with fellow real estate investment trust Welltower, Quality Care Properties announced Friday that it had reached an agreement to resolve two related class action lawsuits against the company and members of its board of directors.
The resolutions occurred Wednesday, the company said in a filing with the Securities and Exchange Commission.
Bethesda, MD-based QCP had revealed the lawsuits, filed in late June in U.S. District Court for the District of Maryland by Todd Sanderson and Michael Kent, in a July 2 SEC filing, saying the actions were “without merit.” Sanderson and Kent, described by QCP as “purported” shareholders, claimed that QCP and its directors violated the Exchange Act because some public disclosures contained in a June 21 proxy statement related to the merger allegedly were “false and misleading,” the company said.
Friday, the company said that it agreed to amend its proxy statement to ensure that the lawsuits did not delay the special meeting and to “minimize the substantial expense, burden, distraction and inconvenience of continued litigation.” The added information includes financial projections for the company as well as some information regarding the sale process leading up to the merger agreement. It also clarifies whether QCP financial adviser Lazard Freres & Co. LLC has a conflict of interest related to the merger.
“The resolution of the actions is not, and should not be construed as, an admission of wrongdoing or liability by any defendant,” QCP said. “Furthermore, nothing in this report or the resolution of the actions shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth in this report.”
See the articles below, under “Related Articles,” for additional information regarding Welltower and QCP.