ISS Recommends Genesis Shareholders Vote ``For'' Proposed $69.35 Cash Merger with Formation Capital and JER Partners
2007年5月23日 - 11:03PM
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Genesis HealthCare Corporation (�GHC� or �Genesis�) (NASDAQ: GHCI)
today announced that Institutional Shareholder Services (�ISS�), a
leading provider of corporate governance and proxy voting services,
has recommended that the holders of common shares of GHC vote �FOR�
the proposed acquisition by a joint venture between affiliates of
Formation Capital, LLC and JER Partners. In the transaction, GHC
shareholders will receive, $69.35 per share in cash, with the
purchase price increasing, if the transaction is not completed by
July 31, by approximately 9% per annum, or $0.01710 per day, from
July 31, 2007 through August 31, 2007, and by approximately 10% per
annum, or $0.01900 per day, from September 1, 2007 until the
transaction closes. The shareholder vote on the transaction will
take place at GHC�s adjourned annual meeting on May 30, 2007.
George V. Hager, Jr., Chairman and Chief Executive Officer of GHC,
said, �Genesis is very pleased to have the support of ISS for this
compelling transaction. The $69.35 price represents a premium of
approximately 44.3 % over the average closing price for GHC common
stock over the 30 days prior to announcement of the original
transaction on January 16, 2007, and the �ticking fee� feature
protects the value of the merger consideration to our shareholders
in the event the transaction is not completed by July 31.�
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,
including proxy supplements filed with the SEC on April 23, May 4
and May 22, 2007. Investors and security holders are urged to read
the proxy statement, its supplements 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, its supplements and other documents filed by GHC (when
available) at the SEC website at http://www.sec.gov. The proxy
statement, its supplements 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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