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Published on 5/30/2007 in the Prospect News Special Situations Daily.

Genesis HealthCare shareholders approve merger with Formation Capital, JER Partners

By Lisa Kerner

Charlotte, N.C., May 30 - Genesis HealthCare Corp. shareholders approved the amended merger agreement between Genesis and a venture between affiliates of Formation Capital, LLC and JER Partners at the company's reconvened annual meeting on May 30.

On May 19, Genesis amended its merger agreement, increasing the per-share price payable to Genesis shareholders to $69.35 in cash, from $68.15. If the transaction is not completed prior to July 31, the purchase price will increase by about 9% per annum, or $0.01710 per day, from July 31 through Aug. 31, and by roughly 10% per annum, or $0.01900 per day, from Sept.1 until the transaction closes.

Genesis, a Kennett Square, Pa.-based provider of long-term care services and centers, expects the transaction to be completed in July.

Fillmore Capital Partners, LLC withdrew its $69.25-per-share offer for Genesis on May 24.


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