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Published on 5/1/2007 in the Prospect News Special Situations Daily.

Formation/JER willing to meet Fillmore's price of $65.25 per share to acquire Genesis HealthCare

By Lisa Kerner

Charlotte, N.C., May 1 - Formation Capital, LLC and JER Partners affiliates offered to increase their bid to acquire Genesis HealthCare Corp. to $65.25 per share in cash from $64.25. The new bid is equal to an April 30 amended offer from Fillmore Capital Partners, LLC.

In the latest proposal from Formation and JER, the purchase price will increase by 9% per year, or $0.01609 per day, beginning July 31, until the transaction closes.

Genesis' board of directors said it will review this new proposal as it continues to review the Fillmore offer. Fillmore's revised proposal stipulates that the offer price will increase by 6% per year, or $0.01073 per day, beginning Aug. 15, until the transaction closes.

The adjourned annual meeting of Genesis shareholders has been moved to May 10 from May 4. Shareholders of record as of March 5 are entitled to vote on the Formation/JER transaction, according to a company news release.

Genesis is a Kennett Square, Pa.-based provider of long-term care services and centers.


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