Filed by Health Care REIT, Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Illustration of exchange ratio floor
Subject Company:
Windrose Medical Properties Trust
(Commission File No. 001-31375)
Exchange ratio sensitivity
Additional Information and Where to Find It
In connection with this proposed transaction, a registration statement of Health Care REIT, which
will contain a proxy statement/prospectus, will be filed with the United States Securities and
Exchange Commission (SEC). Investors are urged to carefully read the proxy statement/prospectus
and any other relevant documents filed with the SEC when they become available because they will
contain important information. Investors will be able to obtain the registration statement,
including the proxy statement/prospectus, and all other relevant documents filed by Health Care
REIT or Windrose with the SEC free of charge at the SECs Web site www.sec.gov or, with respect to
documents filed by Health Care REIT, from Health Care REIT Investor Relations at One SeaGate, Suite
1500, P.O. Box 1475, Toledo, Ohio, 43603-1475, 419-247-2800 and, with respect to documents filed by
Windrose, from Windrose Investor Relations at 3502 Woodview Trace, Suite 210, Indianapolis,
Indiana, 46268, 317-860-8875.
Participants in the Solicitation
The respective directors, trustees, executive officers and other members of management and
employees of Health Care REIT and Windrose may be deemed to be participants in the solicitation of
proxies from the shareholders of Windrose in favor of the transactions. Information about Health
Care REIT and its directors and executive officers, and their ownership of Health Care REIT
securities, is set forth in the proxy statement for Health Care REITs 2006 Annual Meeting of
Stockholders, which was filed with the SEC on March 28, 2006. Information about Windrose and its
trustees and executive officers, and their ownership of Windrose securities, is set forth in the
proxy statement for the 2006 Annual Meeting of Shareholders of Windrose, which was filed with the
SEC on April 10, 2006. Additional information regarding the interests of those persons may be
obtained by reading the proxy statement/prospectus when it becomes available.
This document may contain forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements describe, among other things, the
beliefs, expectations, plans and strategies of Health Care REIT, Windrose and the combined entity
that are not based on historical facts. These forward-looking statements concern and are based
upon, among other things, the prospective merger of Health Care REIT and Windrose; the possible
increase in the size and composition of the portfolios of each entity and the combined entity;
potential benefits associated with the proposed transaction; the sale of properties; the
performance of the operators and properties of each of Health Care REIT and Windrose; the ability
of each of Health Care REIT and Windrose to complete the transaction, to integrate their operations
and to achieve expected savings and synergies; the ability to make new investments and to maintain
returns from existing investments; the ability to enter into agreements with new and existing
tenants; the ability of each of Health Care REIT and Windrose to make distributions; the policies
and plans of each of Health Care REIT and Windrose regarding investments, financings and other
matters; the tax status of each of Health Care REIT and Windrose as a real estate investment trust;
the ability of each of Health Care REIT and Windrose to appropriately balance the use of debt and
equity; the ability of each of Health Care REIT and Windrose to access capital markets or other
sources of funds; and the ability of each of Health Care REIT and Windrose and of the combined
entity to meet earnings guidance. Forward-looking statements include any statement that includes
words such as may, will, intend, should, believe, expect, anticipate, project,
estimate or similar expressions. Forward-looking statements are not guarantees of future
performance and involve
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risks and uncertainties. Expected results may not be achieved, and actual results may differ
materially from expectations. This may be caused by various factors, including, but not limited
to: changes in economic or general business conditions; the status of capital markets, including
prevailing interest rates; issues facing the health care industry, including compliance with, and
changes to, regulations and payment policies and operators difficulty in obtaining and maintaining
adequate liability and other insurance; changes in financing terms; competition within the health
care and senior housing industries and specialty medical property market; negative developments in
the operating results or financial condition of operators and tenants; the ability to transition or
sell facilities with a profitable result; the failure of closings to occur as and when anticipated;
acts of God; the ability to reinvest sale proceeds at sufficiently high yields; operator and tenant
bankruptcies or insolvencies; government regulations affecting the health care sector; liability
claims and insurance costs for operators and tenants; unanticipated difficulties and/or
expenditures relating to future acquisitions; hostile acts of third parties; changes in rules or
practices governing financial reporting; and other factors affecting the execution of the
transaction and subsequent performance, including REIT laws and regulations, anti-takeover
provisions and retention of key management personnel; receipt of shareholder and third party
approvals without unexpected delays or conditions; timely implementation
and execution of merger
integration plans; the successful integration of the IT systems and elimination of duplicative
overhead and IT costs without unexpected costs or delays; and no unanticipated developments
relating to previously disclosed lawsuits or similar matters. In addition, the ability of Health
Care REIT/Windrose to achieve the expected revenues, accretion and synergy savings also will be
affected by the effects of competition (in particular the response to the proposed transaction in
the marketplace); and other risks and uncertainties described from time to time in Health Care
REIT/Windrose public filings with the SEC. Neither Health Care REIT nor Windrose assume any
obligation to update or revise any forward-looking statements or to update the reasons why actual
results could differ from those projected in any forward-looking statements.
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