Genesis HealthCare Receives Increased Proposal from Fillmore Capital Partners to Acquire Genesis for $65.25 Per Share in Cash
April 30 2007 - 1:31PM
Business Wire
Genesis HealthCare Corporation (�GHC� or �Genesis�) (NASDAQ: GHCI)
today announced that Fillmore Capital Partners, LLC (�Fillmore�)
has increased its proposal to acquire all outstanding shares of
Genesis common stock to $65.25 per share in cash, up from its
previous offer of $64.75 per share, which was announced on April
25, 2007. Under the revised proposal, received late Sunday night,
the price will increase by 6% per annum, or $0.01073 per day,
beginning August 15, 2007 until the transaction closes. The Board
of Directors of Genesis, consistent with its fiduciary duties and
the Company's obligations under its existing merger agreement with
affiliates of Formation Capital, LLC (�Formation�) and JER Partners
(�JER�), is reviewing Fillmore�s latest proposal and considering it
relative to the pending $64.25 per share transaction with
Formation/JER. Following receipt of the April 25, 2007 proposal,
Genesis announced that its Board of Directors had authorized the
Company to provide information to Fillmore and to enter into
discussions with Fillmore regarding the proposed transaction. A
shareholder vote on the proposed Formation/JER transaction 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.
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