Acquisition of Emeritus Corporation by Brookdale Senior Living Inc. May Not Be in Shareholders’ Best Interests
Robbins Arroyo LLP is investigating the proposed acquisition of Emeritus Corporation (NYSE: ESC) by Brookdale Senior Living Inc. (NYSE: BKD). On February 20, 2014, the companies announced the signing of a definitive agreement pursuant to which Emeritus shareholders will receive 0.95 shares of Brookdale common stock in exchange for each share of Emeritus common stock, a cash value of $28.59 per share.
Is the Proposed Merger Best for Emeritus and Its Shareholders?
Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Emeritus is undertaking a fair process to obtain maximum value and adequately compensate Emeritus shareholders. As an initial matter, there are currently three analysts with target prices higher than the $28.59 merger consideration, including an analyst at Sidoti & Company who set a price of $31.00 on February 5, 2014.
In addition, on February 20, 2014, Emeritus released its financial results for the fourth quarter and full year 2013, reporting solid increases in community, ancillary services, and management fee revenue as well as in adjusted EBITDAR. Specifically, Emeritus reported that the company’s community, ancillary services, and management fee revenue increased $101.2 million, or 24.6%, for the quarter and $541.7 million, or 39%, for the year compared to the same periods in 2012. Similarly, Emeritus reported robust increases in adjusted EBITDAR showing a quarterly increase of $29.8 million, or 25.6%, and an annual increase of $141.6 million, or 36.3%, compared to the same periods in 2012.
Further, in connection with entering into the Merger Agreement, Daniel R. Baty, the Chairman of the Board of Emeritus, and certain of his affiliates who collectively own 12.1% of the total shares of Emeritus common stock agreed to vote their shares of Emeritus common stock (i) in favor of the approval of the Merger Agreement and (ii) against any alternative acquisition proposals.
Given these facts, Robbins Arroyo LLP is examining the Emeritus board of directors’ decision to sell the company to Brookdale now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Emeritus shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
Emeritus shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.