Assisted Living Concepts Stockholders Approve Acquisition by TPG
May 16 2013 - 1:21PM
Marketwired
Assisted Living Concepts, Inc. (NYSE: ALC) ("ALC") announced that,
at a special meeting of stockholders held earlier today, its
stockholders voted to approve the previously announced merger
agreement with affiliates of TPG. Under the terms of the merger
agreement, ALC stockholders will receive $12.00 in cash for each
share of Class A common stock. In accordance with the ALC charter,
based on the Class A per share merger consideration, holders of
ALC's Class B common stock will receive $12.90 in cash per share.
According to a preliminary report of the inspector of election,
more than 81 percent of the voting power of shares of ALC's common
stock held by all stockholders and more than 61 percent of the
voting power of shares of ALC's Class A common stock held by
unaffiliated stockholders were voted in favor of approval of the
merger agreement. Additionally, more than 77 percent of the voting
power of shares of ALC's common stock held by all stockholders
voted in favor of the proposal to approve, on a non-binding,
advisory basis, the compensation that may be paid or become payable
to ALC's named executive officers in connection with, or following,
the consummation of the merger.
The acquisition is subject to the receipt of customary
regulatory approvals and other customary closing conditions. The
transaction is expected to close in the summer of 2013.
About ALC
Assisted Living Concepts, Inc. and its subsidiaries operate 210
senior living residences comprising 9,313 resident units in 20
states. ALC's senior living residences typically consist of 40 to
60 units and offer a supportive, home-like setting. Residents may
receive assistance with the activities of daily living either
directly from employees or through our wholly owned home health
subsidiaries. ALC employs approximately 4,600 people.
About TPG
TPG is a leading global private investment firm founded in 1992
with $54.5 billion of assets under management and offices in San
Francisco, Fort Worth, Austin, Beijing, Chongqing, Hong Kong,
London, Luxembourg, Melbourne, Moscow, Mumbai, New York, Paris, São
Paulo, Shanghai, Singapore and Tokyo. TPG has extensive experience
with global public and private investments executed through
leveraged buyouts, recapitalizations, spinouts, growth investments,
joint ventures and restructurings. The firm's investments span a
variety of industries including real estate, healthcare, financial
services, travel and entertainment, technology, energy,
industrials, media and communications, retail and consumer. For
more information, visit www.tpg.com.
Safe Harbor Statement
Statements about the expected timing, completion and effects of
the proposed merger and all other statements made herein that are
not historical facts are forward-looking statements and are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In some cases, these forward-looking
statements may be identified by the use of words such as "may",
"will", "should", "expect", "plan", "anticipate", "continuing",
"believe" or "project", or the negative of those words or other
comparable words. Any forward-looking statements included herein
are made as of the date hereof only, based on information available
to ALC as of the date hereof, and, subject to any applicable law to
the contrary, ALC undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Such forward-looking statements are not
a guarantee of future performance and are subject to a number of
risks, assumptions and uncertainties that could cause ALC's actual
results to differ from those projected in such forward-looking
statements. Such risks and uncertainties include: any conditions
imposed on the parties in connection with consummation of the
transactions contemplated by the merger agreement; the ability to
obtain regulatory approvals of the transactions contemplated by the
merger agreement on the proposed terms and schedule; ALC's ability
to maintain relationships with customers, employees or suppliers
following the announcement of the merger agreement; the ability of
the parties to satisfy the conditions to closing of the
transactions contemplated by the merger agreement; the risk that
the transactions contemplated by the merger agreement may not be
completed in the time frame expected by the parties or at all; the
risks that are described from time to time in ALC's reports filed
with the SEC, including the Annual Report on Form 10-K for the
fiscal year ended December 31, 2012, filed with the SEC on March
14, 2013, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, and in other of ALC's filings with the SEC; and general
industry and economic conditions.
Contact: For ALC: Mr. Mel Rhinelander Tel: 905-470-5555
Email: Email Contact For TPG: Owen Blicksilver PR, Inc. Lisa Baker
Tel: 914-725-5949 Email: Email Contact or Jennifer Hurson Tel:
845-507-0571 Email: Email Contact
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