NASHVILLE, Tenn. and
SEATTLE, April 17, 2014 /PRNewswire/ -- Brookdale Senior
Living Inc. (NYSE: BKD) and Emeritus Corporation (NYSE: ESC) today
announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
in connection with the previously announced proposed merger of
Brookdale and Emeritus.
Andy Smith, Brookdale's Chief
Executive Officer, said, "The expiration of the HSR Act waiting
period satisfies one of the conditions to the closing of the
proposed merger. We continue to work expeditiously to satisfy
the other closing conditions and still expect to close the merger
in the third quarter of 2014."
About Brookdale Senior Living
Brookdale Senior Living Inc. is a leading owner and operator of
senior living communities throughout the United States. The
Company is committed to providing senior living solutions within
properties that are designed, purpose-built and operated to provide
the highest-quality service, care and living accommodations for
residents. Currently Brookdale operates independent living,
assisted living, and dementia-care communities and continuing care
retirement centers, with 648 communities in 36 states and the
ability to serve approximately 67,000 residents. Through its
ancillary services program, the Company also offers a range of
outpatient therapy, home health, personalized living and hospice
services. After its pending merger with Emeritus Corporation,
Brookdale will operate approximately 1,161 communities in 46 states
with the capacity to serve approximately 113,000 residents.
About Emeritus
Emeritus Senior Living is the nation's largest assisted living
and memory care provider, with the ability to serve nearly 54,000
residents. Over 31,000 employees support more than 500 communities
throughout 45 states coast to coast. Emeritus offers the spectrum
of senior residential choices, care options and life enrichment
programs that fulfill individual needs and promote purposeful
living throughout the aging process. Its experts provide insights
on senior living, care, wellness, brain health, caregiving and
family topics at www.emeritus.com, which also offers details on the
organization's services.
Safe Harbor
Certain items in this press release and statements made by or on
behalf of Brookdale Senior Living Inc. and Emeritus Corporation
relating hereto (including statements with respect to the merger of
Brookdale and Emeritus) may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements are subject to various
risks and uncertainties. Forward-looking statements are generally
identifiable by use of forward-looking terminology such as "may,"
"will," "should," "potential," "intend," "expect," "endeavor,"
"seek," "anticipate," "estimate," "overestimate," "underestimate,"
"believe," "could," "would," "project," "predict," "continue,"
"plan" or other similar words or expressions. Although we believe
the expectations reflected in any forward-looking statements are
based on reasonable assumptions, we can give no assurance that our
expectations will be attained and actual results could differ
materially from those projected. Factors which could have a
material adverse effect on our operations and future prospects or
which could cause events or circumstances to differ from the
forward-looking statements include, but are not limited to, the
risk associated with the current global economic situation and its
impact upon capital markets and liquidity; changes in governmental
reimbursement programs; our inability to extend (or refinance) debt
(including our credit and letter of credit facilities) as it
matures; the risk that we may not be able to satisfy the conditions
precedent to exercising the extension options associated with
certain of our debt agreements; events which adversely affect the
ability of seniors to afford our monthly resident fees or entrance
fees; the conditions of housing markets in certain geographic
areas; our ability to generate sufficient cash flow to cover
required interest and long-term operating lease payments; the
effect of our indebtedness and long-term operating leases on our
liquidity; the risk of loss of property pursuant to our mortgage
debt and long-term lease obligations; the possibilities that
changes in the capital markets, including changes in interest rates
and/or credit spreads, or other factors could make financing more
expensive or unavailable to us; our determination from time to time
to purchase any shares under the repurchase program; our ability to
fund any repurchases; our ability to effectively manage our growth;
our ability to maintain consistent quality control; delays in
obtaining regulatory approvals; the risk that we may not be able to
expand, redevelop and reposition our communities in accordance with
our plans; our ability to complete acquisitions and integrate them
into our operations; competition for the acquisition of assets; our
ability to obtain additional capital on terms acceptable to us; a
decrease in the overall demand for senior housing; our
vulnerability to economic downturns; acts of nature in certain
geographic areas; terminations of our resident agreements and
vacancies in the living spaces we lease; early terminations or
non-renewal of management agreements; increased competition for
skilled personnel; increased union activity; departure of our key
officers; increases in market interest rates; environmental
contamination at any of our facilities; failure to comply with
existing environmental laws; an adverse determination or resolution
of complaints filed against us; the cost and difficulty of
complying with increasing and evolving regulation; risks relating
to the merger of Brookdale and Emeritus, including in respect of
the satisfaction of closing conditions to the merger; unanticipated
difficulties and/or expenditures relating to the merger; the risk
that regulatory approvals required for the merger are not obtained
or are obtained subject to conditions that are not anticipated;
uncertainties as to the timing of the merger; litigation relating
to the merger; the impact of the transaction on each company's
relationships with residents, employees and third parties; and the
inability to obtain, or delays in obtaining cost savings and
synergies from the merger; as well as other risks detailed from
time to time in our filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q. We expressly disclaim any obligation to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in our
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
Additional Information and Where to Find It
In connection with the merger, Brookdale plans to file with the
SEC a Registration Statement on Form S-4 that will include a joint
proxy statement of Brookdale and Emeritus that also constitutes a
prospectus of Brookdale, as well as other relevant documents
concerning the proposed transaction. STOCKHOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the
joint proxy statement/prospectus and other filings containing
information about Brookdale and Emeritus Corporation may be
obtained at the SEC's Internet site (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, from
Brookdale at www.brookdale.com under the heading "About Brookdale /
Investor Relations" or from Emeritus Corporation at
www.emeritus.com under the heading "Investors."
Brookdale and Emeritus Corporation and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Brookdale's and Emeritus
Corporation's stockholders in connection with the merger.
Information about the directors and executive officers of Brookdale
and their ownership of Brookdale common stock is set forth in the
proxy statement for Brookdale's 2013 annual meeting of
stockholders, as filed with the SEC on Schedule 14A on April 30, 2013. Information about the directors
and executive officers of Emeritus Corporation and their ownership
of Emeritus Corporation common stock is set forth in the proxy
statement for Emeritus Corporation's 2013 annual meeting of
stockholders, as filed with the SEC on Schedule 14A on April 9, 2013. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the merger may be obtained by reading
the joint proxy statement regarding the merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph. This press release shall not
constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
SOURCE Brookdale Senior Living Inc.