Sunrise REIT announces that HCP clarifies its proposal to acquire Sunrise REIT; Sunrise REIT files court application

TORONTO, Feb. 19, 2007 /CNW/ - Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT") (TSX: SZR-UN.TO) announced today that Healthcare Property Investors, Inc. ("HCP") has sent a letter to the Chairman of the Board of Trustees of Sunrise REIT clarifying its proposal to acquire the assets of Sunrise REIT in a transaction that values each Sunrise REIT unit at Cdn$18. The letter was delivered to Sunrise REIT yesterday afternoon together with:

    
    -   a purchase agreement that HCP is prepared to enter into with Sunrise
        REIT (the "HCP Purchase Agreement") on terms substantially the same
        as the purchase agreement dated January 14, 2007 between Ventas, Inc.
        and Sunrise REIT (the "Ventas Purchase Agreement"); and

    -   a draft memorandum of understanding (the "MOU") to be entered into
        between HCP and Sunrise Senior Living, Inc. ("Sunrise Inc."), the
        manager of the Sunrise REIT properties, in respect of, among other
        things, the management of the Sunrise REIT assets after the closing
        of a proposed transaction between HCP and Sunrise REIT.
    

Under the terms of the draft HCP Purchase Agreement, the completion of the acquisition by HCP of Sunrise REIT's assets is expressly conditional on HCP entering into the MOU with Sunrise Inc.

Ventas has taken the position that HCP is prohibited from negotiating the terms of the MOU with Sunrise Inc. under the terms of certain agreements among the various parties. As such, Sunrise REIT has filed an application in the Ontario Superior Court of Justice (Commercial List) (the "Court") seeking a legal interpretation from the Court of the agreements to which Sunrise REIT is a party that may permit HCP to enter into discussions with Sunrise Inc. to negotiate and conclude the MOU.

As a result, Sunrise REIT confirms that it is still not in a position to consider, or make any determination as to whether the HCP proposal is a superior proposal pursuant to the terms of the Ventas Purchase Agreement, until such time as it receives a confirmation that the HCP offer is not conditional on HCP reaching an agreement with Sunrise Inc.

The Ventas Purchase Agreement will continue to remain in effect, and there can be no assurances that either the Court will rule regarding the agreements so as to permit HCP to enter into discussions with Sunrise Inc. to negotiate and conclude the MOU, or that if HCP and Sunrise Inc. do engage in discussions, that they will be able to agree upon terms of the MOU.

About Sunrise REIT (TSZ: SZR-UN)

Sunrise REIT was formed to indirectly acquire, own and invest in income-producing senior living communities in major metropolitan markets and their surrounding suburban areas in Canada and the United States. Sunrise REIT owns 74 senior living communities, 11 in Canada and 63 in the United States. All of Sunrise REIT's senior living communities are managed by Sunrise Senior Living, Inc. one of the largest providers of senior living services in North America. Sunrise REIT also directly acquires interests in newly developed senior living communities through development and financing arrangements with Sunrise Senior Living, Inc.

Forward-Looking Statements

Certain statements contained in this news release may include forward-looking information with respect to Sunrise REIT's operations and future financial results. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements. These uncertainties and risks include, but are not limited to, availability of resources, competitive pressures, changes in market activity and regulatory requirements. Further information can be found in disclosure documents filed by Sunrise REIT with regulatory authorities, available at www.sedar.com.