GENESIS HEALTHCARE RECEIVES IMPROVED PROPOSALS FROM BOTH FORMATION/JER AND FILLMORE CAPITAL5/10/2007
Kennett Square, PA -- 05/10/2007 --
Fillmore Capital Proposes $69.00 per Share in Cash, without Interest
Formation/JER Propose $67.50, with Interest at 9% Beginning July 31, and 10% Beginning September 1
Shareholder Vote Rescheduled to May 18, 2007
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proposal, which expired by its terms at midnight on Wednesday, May 9, 2007, stated that the offer would have been withdrawn automatically if the offer were to have been publicly disclosed.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.
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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GHC Investor Contact:
Jim McKeon, CFO: (610) 444-8425
Lori Mayer, Director Investor Relations (610) 925-2000
GHC Media Contact:
Jim Barron /Renée Soto: (212) 687-8080