Genesis HealthCare Receives Proposal from Fillmore Capital Partners
April 25 2007 - 2:40PM
Business Wire
Genesis HealthCare Corporation (�GHC� or �Genesis�) (NASDAQ: GHCI)
today announced that it has received a proposal from Fillmore
Capital Partners, LLC to acquire Genesis for $64.75 per share in
cash. 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�), will review the Fillmore
proposal and consider it relative to the pending transaction with
Formation/JER. Genesis announced on April 19, 2007 that it had
amended its merger agreement with affiliates of Formation and JER
to increase the consideration payable to Genesis shareholders to
$64.25 per share in cash from $63.00 per share. A shareholder vote
on the proposed transaction is scheduled to take place on May 4,
2007. Only shareholders of record as of March 5, 2007 are entitled
to vote. 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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