BEI Stockholders Approve Merger Agreement
14 Febbraio 2006 - 5:17PM
Business Wire
Beverly Enterprises, Inc. ("BEI") (NYSE: BEV) announced that at a
special meeting of the stockholders held today in Fort Smith, Ark.,
its stockholders voted to adopt the merger agreement providing for
the acquisition of BEI by Pearl Senior Care, Inc., an affiliate of
Fillmore Capital Partners, LLC. Approximately 99.3 percent of
stockholders voting in person or by proxy voted for adoption of the
merger agreement. The number of shares voting to adopt the merger
agreement represented approximately 76 percent of the total number
of shares outstanding and entitled to vote. The proposed merger is
expected to be completed no later than March 15, 2006, subject to
the satisfaction or waiver of all the closing conditions set forth
in the merger agreement. Under the terms of the merger agreement,
BEI stockholders will receive $12.50 per share in cash, without
interest. BEI and its operating subsidiaries are leading providers
of healthcare services to the elderly in the United States. BEI,
through its subsidiaries, operates 342 skilled nursing facilities,
as well as 18 assisted living centers, and 67 hospice/home care
centers. Through Aegis Therapies, Inc., BEI offers rehabilitative
services on a contract basis to nursing facilities operated by
other care providers. 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 Pearl 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,
BEI's results of operations, financial condition and cash flows may
be adversely affected by the pendency of the proposed merger, which
may impact our ability to attract and retain customers, management
and employees. BEI has incurred and will continue to incur
significant advisory fees and other expenses relating to the
proposed merger. 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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