NASHVILLE, Tenn., July 10, 2014 /PRNewswire/ -- Brookdale
Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company")
announced today the results of its special meeting of stockholders
held earlier this morning. Pursuant to Brookdale's previously
announced merger agreement with Emeritus Corporation (NYSE: ESC)
("Emeritus"), Brookdale stockholders voted to approve an amendment
to its certificate of incorporation and the issuance of Brookdale
common stock to Emeritus stockholders in the merger.
Andy Smith, Chief Executive
Officer of Brookdale, said, "We are pleased that our stockholders
have overwhelmingly approved of creating this country's premier
senior living solutions company. With integration planning
now well underway, we believe more than ever that the combined
company will deliver the best, high quality solutions for the
growing demographic of aging seniors and their families. We
are working now to finalize state-level regulatory approvals and
other customary closing conditions to complete this transaction
quickly so that we can deliver on our plans for long-term growth
and value creation."
Emeritus' special meeting of stockholders to approve the merger
agreement will be held on July 10,
2014, at 2:00 p.m., Pacific
Time. The transaction is expected to close 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 647 communities in 36 states and the
ability to serve approximately 66,000 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 over 1,150 communities in 46 states with the
capacity to serve over 112,000 residents.
Forward Looking Statements
Certain items in this press release and statements made by or on
behalf of Brookdale Senior Living relating hereto (including
statements with respect to the proposed merger) 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 proposed merger, including in respect of the satisfaction of
closing conditions to the proposed merger; unanticipated
difficulties and/or expenditures relating to the proposed merger;
the risk that regulatory approvals required for the proposed merger
are not obtained or are obtained subject to conditions that are not
anticipated; uncertainties as to the timing of the proposed merger;
litigation relating to the proposed merger; the impact of the
transaction on relationships with residents, employees and third
parties; and the inability to obtain, or delays in obtaining cost
savings and synergies from the proposed 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 proposed merger, the Company has filed
with the SEC a Registration Statement on Form S-4 that includes a
joint proxy statement of the Company and Emeritus that also
constitutes a prospectus of the Company, as well as other relevant
documents concerning the proposed merger. The Registration
Statement was declared effective by the SEC on June 5, 2014. Emeritus and the Company first
mailed the joint proxy statement/prospectus to their respective
stockholders on or about June 9,
2014. STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. A free copy of the joint proxy statement/prospectus
and other filings containing information about the Company and
Emeritus may be obtained at the SEC's Internet site
(http://www.sec.gov). You are also able to obtain these documents,
free of charge, from the Company at www.brookdale.com under
the heading "About Brookdale / Investor Relations" or from Emeritus
at www.emeritus.com under the heading "Investor
Relations."
The Company and Emeritus and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the Company's and Emeritus'
stockholders in connection with the proposed merger. Information
about the directors and executive officers of the Company and their
ownership of Company Common Stock is set forth in the Company's
Definitive Proxy Statement on Schedule 14A, as filed with the SEC
on June 6, 2014. Information about
the directors and executive officers of Emeritus and their
ownership of Emeritus Common Stock is set forth in Emeritus' Annual
Report on Form 10-K/A, as filed with the SEC on April 30, 2014. Additional information regarding
the interests of those participants and other persons who may be
deemed participants in the proposed merger may be obtained by
reading the joint proxy statement regarding the proposed merger.
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.