Formation Capital and JER Partners Offer to Amend Merger Agreement with Genesis HealthCare
May 01 2007 - 11:43AM
Business Wire
Genesis HealthCare Corporation (�GHC� or �Genesis�) (NASDAQ: GHCI)
today announced that the venture between affiliates of Formation
Capital, LLC (�Formation�) and JER Partners (�JER�) has offered to
amend its merger agreement with Genesis by increasing the purchase
price to acquire all outstanding shares of Genesis stock to $65.25
per share in cash, up from the current price of $64.25 per share.
Under the proposal, if the transaction is not completed prior to
July 31, 2007, the purchase price will increase by 9% per annum, or
$0.01609 per day, beginning July 31, 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 and JER, is reviewing
Formation/JER�s proposal. As previously announced on April 30,
2007, the Genesis Board also is reviewing a $65.25 per share offer
from Fillmore Capital Partners, LLC. Under the terms of the
Fillmore proposal the offer price will increase by 6% per annum, or
$0.01073 per day, beginning August 15, 2007 until the transaction
closes. Genesis also announced that its adjourned annual meeting of
shareholders, at which the shareholder vote on the Formation/JER
transaction will take place, has been moved to May 11, 2007 at
10:00 a.m. from May 4, 2007. The meeting will be held at Genesis
headquarters in Kennett Square, Pennsylvania. Only shareholders of
record as of March 5, 2007 are entitled to vote at the annual
meeting. At this time, the Board�s recommendation in favor of the
Formation/JER transaction is unchanged. Shareholders who have
questions or require assistance in voting their shares should
contact MacKenzie Partners at 800-322-2885. 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. About Formation and JER Formation Capital is
a private equity firm in the senior housing and long-term care
industry. Over the past five years Formation Capital has completed
over $1.5 billion of acquisitions in the sector and provides asset
management services to over 250 facilities nationwide. For more
information on Formation Capital, please visit
www.formationcapital.com. JER Partners is the private equity
investment arm of J.E. Robert Companies, a real estate investment
management company with more than 25 years of experience in
sourcing, underwriting and managing a broad spectrum of real estate
equity investments and debt products in North America and Europe.
JER has completed over $1.1 billion of acquisitions in the senior
housing sector. JER�s primary investments are in office,
hospitality, retail, multi-family, healthcare-related real estate
and industrial properties. Other areas of investment include
commercial mortgage-backed securities (�CMBS�) and mezzanine
financing. For more information on JER, please visit www.jer.com.
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, and
GHC intends to furnish shareholders with a proxy supplement
relating to the amendment of the merger agreement. 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 requests 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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