An investor in shares of Nationwide Health Properties, Inc (NHP) filed a lawsuit against certain directors of Nationwide Health Properties for their attempt to sell of Nationwide Health Properties Inc allegedly too cheaply via an unfair process to Ventas.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties arising out of the attempt to sell Nationwide Health Properties to Ventas.

On Monday, Feb 28, 2011 Nationwide Health Properties, Inc. (NYSE: NHP) and Ventas, Inc. (NYSE: VTR) had announced that their Boards of Directors have unanimously approved an agreement under which Ventas Inc will acquire all of the outstanding shares of Nationwide Health Properties, Inc. (NYSE:NHP) in a stock-for-stock transaction valued at $7.4 billion. Under the terms of the proposed agreement, shareholders in Nationwide Health Properties, Inc. (NYSE:NHP) shares will receive a fixed exchange ratio of 0.7866 Ventas shares for each NHP common stock they own.

Nationwide Health Properties, Inc. said that based on the closing stock price for Ventas on Friday, February 25, 2011, this consideration would be equivalent to $44.99 of Ventas stock for each NHP share, representing a premium to NHP shareholders of approximately 15% over NHP's closing stock price on that day.

But Nationwide Health Properties Inc. performed well for its investors in the past. Nationwide Health Properties’ 12 months Total Revenue went from $209.55million in 2006 to $390.51million in 2009. For the first three quarters Nationwide Health Properties Inc. reported a combined nine months Total Revenue of $325.49million with a combined nine months Net Income of $108.45million.

In addition shares of Nationwide Health Properties Inc. (NYSE: NHP) traded as recently as October 2010 over $41 per share leaving NHP investors with only a meager premium. Moreover one analyst had a price target of $45.00 on Nationwide Health Properties Inc. (NYSE: NHP)