CNL Healthcare Properties Urges Shareholder Vote FOR $1.8 Billion Acquisition by Sonida Senior Living

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This DEFA14A filing is a critical communication to shareholders, urging them to approve the definitive agreement for CNL Healthcare Properties to be acquired by Sonida Senior Living. The transaction, valued at approximately $1.8 billion, provides a significant liquidity event for shareholders, offering $6.90 per share, which represents a premium over the company's last reported net asset value. The Board's unanimous recommendation and the continuation of quarterly distributions until closing underscore the favorable terms for shareholders. Failure to approve the merger would prevent shareholders from realizing this immediate liquidity and premium.

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• Definitive Acquisition Agreement

  CNL Healthcare Properties entered a definitive agreement on November 5, 2025, to be acquired by Sonida Senior Living, Inc. for approximately $1.8 billion.

• Shareholder Consideration

  Stockholders are offered an estimated $6.90 per share, consisting of $2.32 in cash and $4.58 in unrestricted Sonida common stock, representing a premium over the company's last reported net asset value of $6.64 per share.

• Board Unanimously Recommends Approval

  The Board of Directors unanimously recommends stockholders vote FOR the transaction proposal, emphasizing the immediate liquidity and opportunity to benefit from Sonida's growth as a publicly traded company.

• Continued Quarterly Distributions

  CHP expects to continue making regular quarterly distributions to stockholders through the anticipated transaction closing date in 2026, which is noted as an uncommon advantage.

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This DEFA14A filing is a critical communication to shareholders, urging them to approve the definitive agreement for CNL Healthcare Properties to be acquired by Sonida Senior Living. The transaction, valued at approximately $1.8 billion, provides a significant liquidity event for shareholders, offering $6.90 per share, which represents a premium over the company's last reported net asset value. The Board's unanimous recommendation and the continuation of quarterly distributions until closing underscore the favorable terms for shareholders. Failure to approve the merger would prevent shareholders from realizing this immediate liquidity and premium.