Genesis HealthCare Receives Improved Proposals from Both Formation/JER and Fillmore Capital
May 10 2007 - 9:33AM
Business Wire
Genesis HealthCare Corporation (�GHC� or �Genesis�) (NASDAQ: GHCI)
today announced that it received improved proposals from both the
venture between affiliates of Formation Capital, LLC (�Formation�)
and JER Partners (�JER�), on the one hand, and Fillmore Capital
Partners, LLC (�Fillmore�), on the other hand. On Monday evening,
May 7, 2007, Formation and JER offered to amend their existing
merger agreement with Genesis to increase the purchase price to
$67.50 per share in cash, up from the current price of $65.25 per
share. Under the proposal, as revised on May 8, 2007, if the
transaction does not close before July 31, 2007, the purchase price
would increase by approximately 9% per annum, or $0.01664 per day,
from July 31, 2007 through August 31, 2007, and by approximately
10% per annum, or $0.01849 per day, from September 1, 2007 until
the transaction closes. The Formation/JER proposal, which expired
by its terms at midnight on Wednesday, May 9, 2007, stated that the
offer would have been withdrawn automatically if the offer were to
have been publicly disclosed. On the night of Wednesday, May 9,
2007, Genesis received a revised proposal from Fillmore to acquire
the Company at a price of $69.00 per share in cash, up from its
previous offer of $67.25 per share. Fillmore�s proposal does not
include an increase in price over time. The proposal states that it
will remain in effect until 5:00 p.m. EDT on Tuesday, May 15, 2007.
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
Fillmore�s revised proposal and is in discussions with
Formation/JER concerning its proposal. Genesis also announced that
the adjourned annual meeting of shareholders, at which the
shareholder vote on the Formation/JER transaction will take place,
has been rescheduled to May 18, 2007 at 10:00 a.m. from May 11,
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 as
amended through May 1 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 either of the proposed mergers by
regulatory agencies, approval of the either of the proposed mergers
by the shareholders of GHC, satisfaction of various other
conditions to the closing of either of the proposed mergers
contemplated by the merger agreement with Formation/JER or the
proposed merger agreement with Fillmore, respectively, 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 may furnish shareholders with
additional proxy material. 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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