Beverly Enterprises Announces Amendment To Merger Agreement With North American Senior Care
23 Settembre 2005 - 3:20PM
Business Wire
Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) today announced an
amendment to its merger agreement with North American Senior Care
(NASC), Inc., under which NASC will be granted an extension of time
to meet certain financing commitments. In exchange for the
extension of time, NASC has agreed to pay BEI $3 million as an
additional initial good faith deposit, which increases the total
initial good faith deposit to $10 million. Under the amendment,
NASC is obligated to deliver the full $60 million good faith
deposit on an unconditional basis and to provide the unconditional
$350 million equity commitment by November 18, 2005. Also under the
amendment, certain customary limitations on BEI's ability to
consider and explore other strategic alternatives have been
temporarily suspended until such time that BEI receives the full
$60 million good faith deposit and updated debt commitment letters
and a solvency opinion meeting the requirements of the amended
agreement. The Board stressed that, as it moves forward in
consultation with its independent financial and legal advisors, it
will continue to act in accordance with its overarching commitment
to maximizing value for BEI's shareholders. IMPORTANT INFORMATION
In connection with the merger with North American Senior Care, Inc.
("NASC"), Beverly Enterprises, Inc. ("BEI") will file a proxy
statement and other materials with the Securities and Exchange
Commission. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND THESE MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. BEI and its officers and directors may be deemed to be
participants in the solicitation of proxies with respect to any
proposed transaction. Information regarding such individuals is
included in the Company's proxy statements and Annual Reports on
Form 10K previously filed with the Securities and Exchange
Commission and will be included in the proxy statement relating to
the proposed transaction when it becomes available. You may obtain
BEI's proxy statement, when it becomes available, any amendments or
supplements to the proxy statement and other relevant documents
free of charge at www.sec.gov. You may also obtain a free copy of
BEI's proxy statement, when it becomes available, any amendments
and supplements to the proxy statement and other relevant documents
by writing to BEI at 1000 Beverly Way, Fort Smith, Arkansas 72919,
Attn: Investor Relations or at www.beverlycorp.com under the tab
"Investor Information" and then under the heading "SEC Filings".
FORWARD LOOKING STATEMENTS The statements in this document relating
to matters that are not historical facts are forward-looking
statements based on management's beliefs and assumptions using
currently available information and expectations as of the date
hereof. Forward-looking statements are not guarantees of future
performance and involve certain risks and uncertainties, including
the risks and uncertainties detailed from time to time in BEI's
filings with the Securities and Exchange Commission. In particular,
statements regarding the consummation of the merger with North
American Senior Care are subject to risks that the conditions to
the transaction will not be satisfied, including the risk that
regulatory approvals will not be obtained. In addition, our results
of operations, financial condition and cash flows may be adversely
impacted by the recently concluded auction process and the
announcement of the proposed transaction with North American Senior
Care, which may impact our ability to attract and retain customers,
management and employees. We have incurred and will continue to
incur significant advisory fees and other expenses relating to the
auction process and the transaction with North American Senior
Care. Although BEI believes that the expectations reflected in such
forward-looking statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct. BEI
assumes no duty to publicly update or revise such statements,
whether as a result of new information, future events or otherwise.
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