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Fillmore Capital Partners withdraws offer for Genesis HealthCare
By Lisa Kerner
Charlotte, N.C., May 24 - Fillmore Capital Partners, LLC withdrew its $69.25 per share offer for Genesis HealthCare Corp. in a letter to the company's board. The offer expired by its terms on May 21 at 5 p.m. ET.
On May 21, Genesis announced it had amended its merger agreement with affiliates of Formation Capital, LLC and JER Partners, increasing the per-share price to $69.35 from $68.15. If the transaction is not completed prior to July 31, the purchase price will increase by approximately 9% per annum, or $0.01710 per day, from July 31 through Aug. 31, and by about 10% per annum, or $0.01900 per day, from Sept. 1 until the transaction closes.
Genesis' board determined that the amended merger agreement from Formation/JER is superior to the previously announced proposal from Fillmore offering to purchase the company for $69.25 per share, increasing by 8% per annum, or $0.01518 per day, from Sept. 1 until the transaction closes.
The Formation/JER agreement has been approved by Genesis' board of directors on the unanimous recommendation of its special committee. Shareholders are encouraged to vote in favor of the deal at a special meeting on May 30 at 10 a.m. in Kennett Square, Pa. Only shareholders of record as March 5 are entitled to vote, the company said in a news release.
Fillmore Capital, in a prior news release, said it was not given the opportunity to make a superior bid, despite having offered to acquire the company seven prior times for a higher price than any other existing proposal.
On May 15, Fillmore upped its bid for Genesis to $69.25, from $69.00, per share in cash, with an increase of 8% per year beginning Sept. 1.
Formation/JER increased its offer to $68.15, from $65.25, per share, with a 9% per year increase starting July 31 and a 10% per year increase beginning Sept. 1.
Genesis is a Kennett Square, Pa.-based provider of long-term care services and centers.
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