Ventas (VTR) 8-K Ventas Acquisition of Sunrise

Ventas Acquisition of Sunrise

Senior Living REIT

April 4, 2007

Exhibit 99.1

Disclaimers

2

Certain statements contained herein may constitute "forward-looking statements" within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the

Securities

Exchange

Act

of

1934,

as

amended.

These

statements

include

those

related

to

the

proposed

acquisition

of

Sunrise

REIT

by

Ventas.

Such

forward-looking

statements

involve

known and unknown risks, uncertainties and other factors which may cause the actual

or

future

results,

outcomes

or

performance

of

Ventas

to

differ

materially

from

any

future

results,

outcomes or performance expressed or implied by such forward-looking statements.

Such factors include, among others, the risks and uncertainties associated with the proposed

acquisition of Sunrise REIT, including Ventas’

ability to successfully complete the transaction

on

the

contemplated

terms,

to

timely

and

fully

realize

the

expected

revenues

and

cost

savings

therefrom,

and

to

obtain

required

unitholder

approvals

as

well

as

the

risks

that

the

transaction

will

not

close

or

that

such

closing

will

be

delayed,

and

the

risks,

uncertainties

and

other

factors

set

forth

in

Ventas’

Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

This analysis has been prepared by Ventas and is based on publicly available information. It

has

not

been

approved

by

Sunrise

REIT

or

its

management

and

is

NOT

a

solicitation

made

by

or

on behalf of Sunrise REIT management.  In addition, nothing contained herein should be

construed

as

an

attempt

by

Ventas

to

seek

directly

or

indirectly

the

power

to

act

as

proxyholder

for

any

unitholder

of

Sunrise

REIT

in

connection

with

the

proposed

transaction.

Transaction Overview

3

The Ventas / Sunrise Transaction is an all cash, fully financed deal

Only deal on the table for Sunrise REIT

CAD 15.00 per unit price

36% premium to Sunrise REIT unit price on 1/12/07

41% premium to Sunrise REIT average unit price in the week of 1/8/07

TD Securities issued fairness opinion

100% cash

Fully financed

Fully negotiated operating agreement with Sunrise Senior Living Inc.

5.5% cap rate on 4Q06 run-rate NOI is lowest ever paid for assisted living portfolio

>23x FFO multiple  based on 4Q06 run rate FFO

Ready to close

Expected closing: April 13, 2007

October 

13

Early

December

Early

January

January

14

January

15

February

14

March

6

March

7

March

23

April

2

The Ventas / Sunrise Transaction Received Unanimous Approval

from Both Boards After a Full Process

4

Ventas is prepared to close the transaction as agreed upon

October 2006

December 2006

January 2007

February 2007

March 2007

Sunrise

engages TD

Securities

First round

indications

due

2nd round

indications

due

Ventas and

HCP selected

Ventas

proposal

approved

by Sunrise

Special

Committee

and Board

HCP withdraws

because unable to

negotiate acceptable 

agreement with

Sunrise, Inc.¹

Ventas /

Sunrise

transaction

announced

at CAD

15.00 per

unit

HCP first

conditional

proposal;

REIT

Trustees

determine

they can not

consider

Ontario

court rules

HCP

violated

standstill

obligations

and

proposals

were not

bona fide

offers

HCP

withdraws

bid

Appeal court

rules HCP

violated

standstill

obligations

7 CDAs

signed

Sunrise REIT

announced

4Q06 and full

year 2006

result, which

were below

Street

expectations²

Final bids

due

____________________

(1)

Source: Warren Affidavit.

(2)

First Call consensus of 4Q06 FFO of CAD 0.20/share and FY 2006 FFO of CAD 0.77/share, as of April 2, 2007.

April 2007

Sunrise REIT

required to

enforce HCP’s

standstill

obligations

Sunrise

REIT

required to

enforce

HCP’s

standstill

obligations

Ventas Understands the Complexity of the Deal

5

Ventas has the experience necessary to successfully navigate deal complexity

Negotiations with

Sunrise Inc.

Diligence on

unfiled

financials

Unionization

Complex JV

structure

Tax and REIT

structure

considerations

International

tax

Operating

structure

8.00

10.00

12.00

14.00

CAD 16.00

12/23/04

3/16/05

6/7/05

8/30/05

11/21/05

2/12/06

5/7/06

7/29/06

10/20/06

1/12/07

Full Valuation for Sunrise

6

Sunrise Trading

Price

1/12/07:

CAD 11.05

Offer Price:

CAD 15.00

____________________

Source:  FactSet as of January 12, 2007. 

(1)

FFO

multiples

based

on

First

Call

consensus

estimates

of

1-year

forward

FFO

per

share

of

CAD

0.83

as

of

January

12,

2007.

Offer Price and Multiple exceeds every trading level since IPO

8.0

10.0

12.0

14.0

16.0

18.0

20.0

22.0

24.0x

3/31/05

6/11/05

8/22/05

11/3/05

1/14/06

3/28/06

6/8/06

8/20/06

10/31/06

1/12/07

2005

Max

13.1x

Average

11.3

Min

9.7

2006

Max

13.0x

Average

12.0

Min

10.0

Sunrise Trading

FFO Multiple

1

1/12/07:

13.3x

Implied CY ’07

FFO Offer

Multiple

1

:

18.1x

4Q06 Annualized

FFO Offer

Multiple:

23.4x

FFO Multiple

$8.00

$10.00

$12.00

$14.00

$16.00

One Week

Average

52 Week

Average

All Time High   

(10/3/05)

Significant Premium for Investors By Any Metric

7

____________________

Source:

SDC

as

of

March

15,

2007.

Note:

For

All

Cash

deals,

assumes

deals

with

transaction

value

between

$1

and

$4

billion

in

any industry

of

all-cash

consideration.

For

REIT

deals,

assumes

deals

with

transaction

value

between

$0

and

$4

billion

of

varying consideration

mixes

only

in

the

REIT

space.

(1)

Premium

over

prior

one

week

average.

Offer Price:

CAD 15.00

41%

premium

36%

premium

9%

premium

Significant premium over Sunrise prices

Significant premium vs. other deals

11%

15%

25%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

All Cash Deal

All REIT

Deals

2006 REIT

Deals

Offer Premium:

41%

1

Last 5 years

5.8%

6.3%

6.8%

7.3%

5.0%

5.5%

6.0%

6.5%

7.0%

7.5%

Health Care REIT /

Windrose

HCP /

CNL

Chartwell /

Bristal

Fortress /

Holiday Retirement

Transaction Value Represents Healthy Cap Rate

8

Cap rate paid in-line with or better than all

recent comparable transactions

Cap Rate

Acquiror /

Target

Ventas

2007E

1

:

6.0%

____________________

(1)

Per Ventas

press release dated January 15, 2007, including expenses in purchase price.

(2)

Based on approximately CAD 144.6 million of 4Q06 annualized NOI post management fee after adjustment for minority interest. Exchange rate of 0.867 USD/CAD.

One-quarter of results may not accurately represent results for a full year. Sunrise REIT acquired substantial properties in September 2006.  4Q 2006 was the first quarter in which

Sunrise REIT owned substantially all its properties.

6.2%

6.3%

6.8%

7.1%

5.0%

5.5%

6.0%

6.5%

7.0%

7.5%

HCP / Aegis

HCP /

CNL

Chartwell /

Bristal

Omers /

Senior Resource

Best

/ lowest cap rate ever paid for assisted

living assets

Ventas / Sunrise

4Q06 Annualized

2

:

5.5%

Price per unit comparison is 44% premium to

Sunrise REIT’s paid cost

1

$373

$259

$0

$50

$100

$150

$200

$250

$300

$350

$400

Sunrise REIT

Ventas

Transaction Represents a Premium to Asset Valuation

9

44%

Premium

($ ‘000s)

____________________

(1)

Based

on

5,983

suites

defined

as

units;

Sunrise

REIT’s

cost

per

unit

is

the

weighted

average

cost

since

its

IPO

in

December

2004.

$263

$340

$180

$450

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

Chartwell / Bristal

HCP / CNL

Omers /

Senior Resource

HCP / Aegis

…And at a premium to Assisted Living

transactions

Ventas / Sunrise

1

:

$373 per unit

($ ‘000s)

Transaction Date

1/2007

10/2006

12/2005

8/2005

Positive

Analyst

Reaction

to

the

Ventas

Deal –

Fully Values Sunrise REIT

10

____________________

Source:  Wall Street research.

“Overall,

we

think

VTR

is

paying

a

lot

for

the

Sunrise

portfolio,

possibly

at the high end of an acceptable range

”

-BMO Capital Markets, 1/16/2007

“Given the

premium and the challenges SZR was facing (high payout ratio, high leverage, difficulty in meeting

consensus

growth

expectations,

etc.),

we

believe

the

Ventas

bid

has

a

high

probability

of

being

approved

by

unitholders

. Moreover,

we

believe

the

probability

of

receiving

a

higher

bid

is

low,

as

we

understand

SZR

ran

a

fairly full auction process

”

-

BMO Capital Markets, 1/15/2007

“The Ventas

offer was supported by

the boards of both Sunrise REIT and Ventas, and was agreed to following

a competitive bid process in which HCP participated”

-

CIBC World Markets, 2/16/2007

“We

believe

the

offer

represents

full

value

and

reflects

the

strong

institutional

demand

for

high-quality

seniors

housing properties and portfolios, particularly lighter care, assisted and independent living segments

The

offer is attractive and fair an

d

should be accepted”

-

CIBC World Markets, 1/15/2007

“Ventas

is paying Cdn$15 for shares of SZR, a 36% premium to Friday’s closing price, though the shares have

underperformed since its IPO in December 2004 (went public at Cdn$10)”

-

Citigroup, 1/16/2007

“While the deal is expensive (initial cap of 6.2%, 36% premium to SZR stock price), it is in line with recent deals

for Class A assets (i.e. the HCP/CNL deal

)”

-UBS, 1/16/2007

….

Substantial Downside to Rejecting the Ventas Transaction

11

What will happen to Sunrise REIT unit if the Ventas deal is rejected by unit holders?

Sunrise REIT unit was trading at CAD 11.05 before announcement of Ventas

transaction

Sunrise REIT AIF states market price may be adversely affected with no certainty

of alternative transactions

4Q06

FFO

missed

Street

estimate

consensus

by

20%

1

AIF notes significant costs and expenses for proposed transaction could have

material adverse effect and reduce cash resources

Litigation exposure

AIF

notes

risk

of

further

litigation

which

could

have

a

material

adverse

effect

Substantial doubt that an alternative transaction could be achieved

Transaction

has

been

public

for

months

and

no

other

bidders

have

emerged

HCP has withdrawn its proposal

Increasingly volatile REIT capital markets heighten future execution risk

____________________

(1)

4Q06 FFO of CAD 0.16/share vs. First Call consensus of CAD 0.20/share as of April 2, 2007.

No Other Deals

Was HCP ever a credible bidder for Sunrise REIT?  Offer is withdrawn. HCP:

was unable or unwilling to negotiate a deal with Sunrise, Inc., even after seeing Ventas'

agreement with Sunrise, Inc.

made three conditional proposals, all rejected by the Sunrise REIT Board for conditionality 

continually stated that it needed additional due diligence 

faces litigation exposure 

Sunrise REIT’s value to a third party diminished by:

Sunrise REIT litigation exposure

4Q06 and FY 2006 results from Sunrise REIT

CAD 40 million break up fee payable to Ventas

REIT market down significantly since mid-February

What does history suggest HCP would do in that situation?

"If a VTR/SZR deal fails to close, we think HCP would likely revise its offer given an improved bargaining

position. Our dealings with Mr. Jay Flaherty (CEO of HCP) lead us to believe he has too much business

acumen not to attempt to extract more value for his company if an improved negotiating position swings his

way.“

-

UBS, 3/7/07

See also CNL proxy

12

Underperformance of Sunrise REIT in 2006

13

____________________

Source:

FactSet.

Note:

For

the

period

of

1/1/06

–

12/31/06.

(1)

Canadian

REITs

include

RioCan

REIT,

H&R

REIT,

Calloway

REIT

and

Boardwalk

REIT.

(2)

US Healthcare REITs include Ventas, Nationwide Health Properties, Health Care Property Investors, Healthcare REIT, Healthcare

Realty Trust, Senior Housing Properties Trust, Omega Healthcare Investors, National Health Investors and LTC Properties

(3)

Morgan Stanley REIT Index.

14%

30%

36%

22%

(21%)

(25%)

(15%)

(5%)

5%

15%

25%

35%

45%

Sunrise REIT

Canadian REITs

US Healthcare REITs

REIT Index

S&P 500

1

2

3

The Best Value Proposition for Sunrise

All cash transaction

Certainty

of

closing

–

Ventas

only

game

in

town

Significant Premium to historical prices and multiples

Full valuation vs. comparable REIT transactions

Unanimous Board approval by both Companies (including Special

Committee of Sunrise REIT)

No certainty as to whether HCP would provide a bona fide offer and at

what price

Choppy REIT market increases uncertainty

14

Following

a

robust

sell

side

process,

Ventas

and

Sunrise

entered

into

a

transaction

which

will

provide the highest available value to Sunrise unit-holders