Genesis HealthCare Prepared to Enter into Discussions with Fillmore Capital Partners
April 26 2007 - 1:17PM
Business Wire
Genesis HealthCare Corporation (�GHC� or �Genesis�) (NASDAQ: GHCI)
today announced that its Board of Directors has authorized Genesis
to provide information to Fillmore Capital Partners, LLC and to
enter into discussions with Fillmore regarding Fillmore�s recent
acquisition proposal. While the Genesis Board has made the
determination necessary under its merger agreement with affiliates
of Formation Capital, LLC (�Formation�) and JER Partners (�JER�) to
permit such activities to occur, the Genesis Board has not
determined that the Fillmore acquisition proposal constitutes a
superior proposal relative to Genesis�s existing merger agreement
with affiliates of Formation and JER, and there can be no assurance
that Fillmore will ultimately make an offer that the Genesis Board
determines to constitute a superior proposal. As announced on April
25, 2007, Fillmore has proposed to acquire Genesis for $64.75 per
share in cash.�Genesis is party to a merger agreement with
affiliates of Formation and JER whereby Genesis would be acquired
for $64.25 per share in cash, subject to approval by Genesis�s
shareholders. A shareholder vote on the proposed transaction with
Formation and JER is scheduled to take place on May 4, 2007. Only
shareholders of record as of March 5, 2007 are entitled to vote.
Genesis's Board of Directors is not making any recommendation at
this time with respect to Fillmore�s proposal. At this time, the
Board�s recommendation in favor of the Formation/JER transaction is
unchanged. About Genesis HealthCare Corporation Genesis HealthCare
Corporation (NASDAQ: GHCI) is one of the nation's largest long-term
care providers with over 200 skilled nursing centers and assisted
living residences in 13 eastern states. Genesis also supplies
contract rehabilitation therapy to over 600 healthcare providers in
20 states and the District of Columbia. Forward-Looking Statements
A number of the matters discussed in this document that are not
historical or current facts deal with potential future
circumstances and developments, in particular, information
regarding the expected timetable for completing the transaction,
successful integration of the business, benefits of the transaction
and any other statements contained in this news release that are
not purely historical fact are forward-looking statements. The
discussion of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally, and also
may materially differ from actual future experience involving any
one or more of such matters. Such forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those projected. Such risks and
uncertainties include, but are not limited to, the approval of the
proposed merger by regulatory agencies, approval of the merger by
the shareholders of GHC, satisfaction of various other conditions
to the closing of the merger contemplated by the merger agreement
and the risks that have been described from time to time in GHC�s
reports filed with the Securities and Exchange Commission (�SEC�),
including its definitive proxy statement in connection with the
2007 annual meeting of shareholders and its annual report on Form
10-K for the fiscal year ended September 30, 2006. This document
speaks only as of its date, and each of GHC, JER and Formation
disclaims any duty to update the information herein. Additional
Information and Where to Find It: On March 7, 2007, GHC filed with
the SEC, and thereafter furnished to shareholders, a definitive
proxy statement in connection with its 2007 annual meeting of
shareholders. Since March 7, GHC has filed additional proxy
soliciting materials, including a proxy supplement that was filed
with the SEC on April 23, 2007. Investors and security holders are
urged to read the proxy statement, supplement and other documents
filed or to be filed by GHC because they contain (or will contain
when available) important information about the proposed merger.
Investors and security holders may obtain a free copy of the proxy
statement and other documents filed by GHC (when available) at the
SEC website at http://www.sec.gov. The proxy statement, supplement
and other documents also may be obtained for free from GHC by
directing such request to Genesis Healthcare Corporation, Investor
Relations, 101 East State Street, Kennett Square, PA 19348;
telephone: 610-925-2000. Participants in the Solicitation GHC and
its directors, executive officers and other members of its
management and employees may be deemed participants in the
solicitation of proxies from its stockholders in connection with
the proposed merger and GHC�s scheduled 2007 annual meeting.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of proxies from
GHC shareholders is set forth in GHC�s proxy statement filed on
March 7, 2007 and in its proxy statements and Annual Reports on
Form 10-K previously filed with the SEC.
Genesis Healthcare (NASDAQ:GHCI)
Historical Stock Chart
From Oct 2024 to Oct 2024
Genesis Healthcare (NASDAQ:GHCI)
Historical Stock Chart
From Oct 2023 to Oct 2024