GENESIS HEALTHCARE ANNOUNCES ANNUAL MEETING AND RECORD DATES FOR APPROVAL OF MERGER AGREEMENT3/7/2007
Kennett Square, PA -- 03/07/2007--
Genesis HealthCare Corporation (“GHC”) (NASDAQ:GHCI) today announced that its Board of Directors has set an annual meeting date and a record date for its shareholders to consider and vote on the previously announced merger agreement between GHC, affiliates of Formation Capital, LLC and affiliates of JER Partners. Shareholders will also be asked to consider the election of three Class III directors.
The Annual Meeting will be held at GHC’s corporate headquarters at 101 East State Street, Kennett Square, PA 19348, on Thursday, April 19, 2007, at 11:00 a.m., Eastern Daylight Time, at which time shareholders will be asked to approve the merger and re-elect three Class III directors. Genesis shareholders of record at the close of business on Monday, March 5, 2007, will be entitled to notice of the annual meeting and to vote on the proposals.
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.
Additional Information and Where to Find It
In connection with the proposed merger, director elections and required shareholder approval, GHC has filed a definitive proxy statement with the SEC. Investors are urged to read the definitive proxy statement because it contains important information about the proposals. Investors may obtain a free copy of the definitive proxy statement and other documents filed by Genesis with the SEC at the SEC website at http://www.sec.gov. The definitive proxy statement and other documents filed with the SEC 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. You should make such request prior to April 5, 2007 in order to receive such materials before the annual meeting.
Genesis and its directors, executive officers and certain other members of management and employees may be deemed participants in the solicitation of proxies from Genesis shareholders in connection with the proposed merger and director elections. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies from Genesis shareholders is set forth in Genesis' proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and in the definitive proxy statement. Investors should read these documents carefully before making any voting or investment decisions.
Forward Looking Statements
Statements made in this release, our website and in our other public filings and releases, which are not historical facts contain "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to, statements containing words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may," “target,” “appears” and similar expressions. Such forward- looking statements include, without limitation, closure/timing of transactions including the agreement and plan of merger, expected reimbursement rates, our net operating loss carryforwards, our effective tax rate, agency labor utilization, wage rates, debt repayments, share repurchases, provider tax assessments, changes in state Medicaid rates, our plans to improve the operating performance of our Rehabilitation services segment and progress to date, the extent and effectiveness of our facilities renovation program, our expected income from continuing operations, earnings per diluted share, EBITDA and capital expenditures for fiscal 2007. Factors that could cause actual results to differ materially include, but are not limited to, the following: costs, changes in the reimbursement rates methods and timing/method of payment from Medicare or Medicaid, or the implementation of other measures to reduce reimbursement for our services; community-based care trends, capitation or other risk sharing reimbursement trends, efforts of third party payors to control costs; the impact of federal and state regulations; changes in payor mix and payment methodologies; competition in our business; the capital intensive nature of our inpatient services segment and the need for extensive capital expenditures in order to improve our physical infrastructure; an increase in insurance costs and potential liability for losses not covered by, or in excess of, our insurance; competition for and availability of qualified staff in the healthcare industry and risks of potential strikes; our ability to control operating costs, and generate sufficient cash flow to meet operational and financial requirements; our ability to fulfill debt obligations; our covenants which limit our discretion in the operation of our business; an economic downturn or changes in the laws affecting our business in those markets in which we operate; the impact of new accounting pronouncements; the impact of implementing new information systems; the impact of acquisitions; the impact to our ongoing business caused by the diversion of management’s attention prior to the completion of the merger; when and if the proposed merger will be completed; financial and other implications if the proposed merger is terminated; and other matters beyond our control.
The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control. We caution investors that any forward-looking statements made by us are not guarantees of future performance. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.