ALERISLIFE INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Purchaser will commence a tender offer (the "Offer") to
acquire all of the outstanding shares ("Shares") of common stock, par value
The obligation of Parent and Purchaser to consummate the Offer is subject to certain customary conditions, including that there be validly tendered and not validly withdrawn a number of Shares that, together with the number of Shares beneficially owned by any person that owns, directly or indirectly, all of the outstanding equity interest of Purchaser or any wholly owned subsidiary of Parent, represents at least a majority of all Shares outstanding at the time of the expiration of the Offer (the "Minimum Condition"), as well as receipt of certain third-party consents. Prior to the execution of the Merger Agreement, Diversified Healthcare Trust ("DHC"), which beneficially owns approximately 31.9% of the outstanding Shares, delivered a consent with respect to the exception of certain ownership limitations in the Articles of Amendment and Restatement of the Company (the "Company Charter"), and agreed, among other things, to tender the Shares it owns into the Offer. The Minimum Condition may not be waived. Consummation of the Offer is not subject to a financing condition. The transaction is not anticipated to be subject to any antitrust or other regulatory approvals.
Following the time of the acceptance for payment of all Shares tendered (and not validly withdrawn) pursuant to the Offer (the "Offer Acceptance Time"), subject to the satisfaction or waiver of certain conditions, Parent will acquire any remaining Shares by a merger of Purchaser with and into the Company with the separate existence of Purchaser ceasing and the Company continuing as the surviving corporation (the "Merger"). The Merger Agreement contemplates that the Merger will be effected pursuant to Section 3-106.1 of the Maryland General Corporation Law, which permits completion of the Merger without a stockholder vote as soon as practicable following consummation of the Offer.
At the effective time of the Merger (the "Effective Time"), each Share (other than any Shares held immediately prior to the Effective Time by Parent, Purchaser, or any other direct or indirect wholly owned Subsidiary of Parent or any person that owns, directly or indirectly all of the outstanding equity interests of Purchaser) will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and subject to any withholding of taxes.
In addition, immediately prior to the Effective Time, each award of Shares that is outstanding and subject to vesting or forfeiture restrictions (each, a "Company Share Award") shall become fully vested and non-forfeitable. At the Effective Time, each Share subject to a Company Share Award (other than any Shares held immediately prior to the Effective Time by Parent, Purchaser, or any other direct or indirect wholly owned Subsidiary of Parent or any person that owns, directly or indirectly all of the outstanding equity interests of Purchaser) shall be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and subject to any withholding of taxes.
The Company Board delegated to a Special Committee (the "Special Committee") the responsibility and authority to consider, negotiate and approve or decline to approve the proposal received by the Company from Parent with respect to the transactions contemplated by the Merger Agreement, including the Offer and Merger (together with the execution and delivery of the Merger Agreement, the "Transactions"). The Special Committee approved and recommended to the Company Board the execution, delivery and performance by the Company of the Merger Agreement. The Company Board, acting on the recommendation of the Special Committee, (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable and in the best interest of the Company and its stockholders (other than Parent and its affiliates); (ii) declared the Merger advisable; (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Offer, the Merger and the other Transactions subject to the conditions set forth in the Merger Agreement; (iv) subject to the conditions set forth in the Merger Agreement, resolved to recommend that the stockholders of the Company (other than Parent and its affiliates) accept the Offer and tender their Shares to Purchaser pursuant to the Offer; (v) resolved to include the prior approvals and recommendation, as well as the resolutions of the Special Committee, in the Solicitation/Recommendation Statement on Schedule 14D-9 ("Schedule 14D-9") and (vi) granted an exception to Purchaser from the ownership limitations set forth in Section 6.2 of the Company Charter and the transfer restrictions set forth in Section 9.2 of the bylaws of the Company, in each case, with respect to the Offer, the Merger and the other Transactions.
The Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Purchaser. The Company has agreed to use reasonable best efforts to operate its business in the ordinary course of business consistent in all material respects with past practice until the earlier of the Effective Time or the termination of the Merger Agreement. The Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals for a strategic transaction involving the Company.
The Merger Agreement also includes customary termination provisions for both the
Company and Parent. The Company is required to reimburse up to
The foregoing summary of the principal terms of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
copy of the Merger Agreement filed as Exhibit 2.1 hereto and incorporated herein
by reference. The summary and the copy of the Merger Agreement are intended to
provide information regarding the terms of the Merger Agreement and are not
intended to modify or supplement any factual disclosures about the Company in
its public reports filed with the
Item 8.01 Other Events.
On
*****
Additional Information and Where to Find It
The tender offer referred to in this communication has not yet commenced. The
description contained in this communication is neither an offer to purchase nor
a solicitation of an offer to sell any securities, nor is it a substitute for
the tender offer materials that Parent will file with the
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that are
subject to risks, uncertainties and other factors that could cause actual
results to differ materially from those implied by the forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including all
statements regarding the intent, belief or current expectation of ALR and
members of its senior management team and can typically be identified by words
such as "believe," "expect," "estimate," "predict," "target," "potential,"
"likely," "continue," "ongoing," "could," "should," "intend," "may," "might,"
"plan," "seek," "anticipate," "project" and similar expressions, as well as
variations or negatives of these words. Forward-looking statements include,
without limitation, statements regarding the Offer and the Merger; filings and
approvals relating to the transaction; the expected timing of the completion of
the transaction; the ability to complete the transaction considering the various
closing conditions; and the accuracy of any assumptions underlying any of the
foregoing. Investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties and are
cautioned not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently anticipated due to a
number of risks and uncertainties. Risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward-looking
statements include: the possibility that various closing conditions for the
Offer or the Merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the Offer or the Merger; the occurrence of any event, change or
other circumstance that could give rise to the termination of the Merger
Agreement; the effects of the Offer or the Merger (or the announcement thereof)
on relationships with customers, vendors, other business providers and relations
or governmental entities; transaction costs; the risk that the Merger will
divert management's attention from ALR's ongoing business operations; changes in
ALR's business during the period between now and the Offer Acceptance Time;
risks associated with litigation; and other risks and uncertainties, including
those noted from time to time in documents filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 2, 2023 , among the
Company, ABP Acquisition LLC and ABP Acquisition 2 LLC. (Schedules to
the Agreement and Plan of Merger have been omitted pursuant to Item
601(b)(2) of Regulation S-K. The Company will supplementally furnish to
the SEC upon request any such omitted schedule).
99.1 Press Release, issued by the Company on February 3, 2023 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
