SAN DIEGO and SEATTLE,
Feb. 21, 2014 /PRNewswire/ --
Shareholder rights attorneys at Robbins Arroyo LLP are
investigating the proposed acquisition of Emeritus Corporation
(NYSE: ESC) by Brookdale Senior Living Inc. (NYSE: BKD). On
February 20, 2014, the companies
announced the signing of a definitive agreement pursuant to which
Emeritus shareholders will receive 0.95 shares of Brookdale common
stock in exchange for each share of Emeritus common stock, a cash
value of $28.59 per share.
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Is the Proposed Merger Best for Emeritus and Its
Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board
of directors at Emeritus is undertaking a fair process to obtain
maximum value and adequately compensate Emeritus shareholders.
As an initial matter, there are currently three analysts with
target prices higher than the $28.59
merger consideration, including an analyst at Sidoti & Company
who set a price of $31.00 on
February 5, 2014.
In addition, on February 20, 2014,
Emeritus released its financial results for the fourth quarter and
full year 2013, reporting solid increases in community, ancillary
services, and management fee revenue as well as in adjusted
EBITDAR. Specifically, Emeritus reported that the company's
community, ancillary services, and management fee revenue increased
$101.2 million, or 24.6%, for the
quarter and $541.7 million, or 39%,
for the year compared to the same periods in 2012. Similarly,
Emeritus reported robust increases in adjusted EBITDAR showing a
quarterly increase of $29.8 million,
or 25.6%, and an annual increase of $141.6
million, or 36.3%, compared to the same periods in
2012.
Further, in connection with entering into the Merger Agreement,
Daniel R. Baty, the Chairman of the
Board of Emeritus, and certain of his affiliates who collectively
own 12.1% of the total shares of Emeritus common stock agreed to
vote their shares of Emeritus common stock (i) in favor of the
approval of the Merger Agreement and (ii) against any alternative
acquisition proposals.
Given these facts, Robbins Arroyo LLP is examining the Emeritus
board of directors' decision to sell the company to Brookdale now rather than allow shareholders
to continue to participate in the company's continued success and
future growth prospects.
Emeritus shareholders have the option to file a class action
lawsuit to ensure the board of directors obtains the best possible
price for shareholders and the disclosure of material
information. Emeritus shareholders interested in information
about their rights and potential remedies can contact attorney
Darnell R. Donahue at (800)
350-6003, ddonahue@robbinsarroyo.com, or via the shareholder
information form on the firm's website.
Robbins Arroyo LLP is a nationally recognized leader in
securities litigation and shareholder rights law. The law
firm represents individual and institutional investors in
shareholder derivative and securities class action lawsuits, and
has helped its clients realize more than $1
billion of value for themselves and the companies in which
they have invested.
Attorney Advertising. Past results do not guarantee a
similar outcome.
Contact:
Darnell R. Donahue
Robbins Arroyo LLP
ddonahue@robbinsarroyo.com
(619) 525-3990 or Toll Free (800) 350-6003
www.robbinsarroyo.com
SOURCE Robbins Arroyo LLP