ARVP III Acquisition, L.P. Announces Expiration of Its Offer and Consent Solicitation for Units in American Retirement Villas Properties III, L.P.COSTA MESA Costa Mesa (kŏs`tə mā`sə), city (1990 pop. 96,357), Orange co., S Calif., on the Pacific south of Santa Ana; inc. 1953. It is a transportation, residential, and light industrial center. , Calif. -- ARVP ARVP Arginine Vasopressin ARVP Autonomous Robotic Vehicle Project (University of Alberta, Canada) III Acquisition, L.P. (the "Purchaser") announced today that its offer to purchase all of the limited partnership units (other than units owned by ARV ARV abbr. Bible American Revised Version ARV n abbr (= American Revised Version) → traducción americana de la Biblia ARV n abbr (= Assisted Living as·sist·ed living n. A living arrangement in which people with special needs, especially older people with disabilities, reside in a facility that provides help with everyday tasks such as bathing, dressing, and taking medication. , Inc. or its affiliates) of American Retirement Villas Properties III, L.P., a California limited The California Limited was one of the named passenger trains of the Atchison, Topeka and Santa Fe Railway and a true "workhorse" of the railroad. It was assigned train Nos. 3 & 4, and its route ran from Chicago, Illinois to Los Angeles, California. partnership (the "Partnership"), and the related consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with expired, as scheduled, at 11:59 p.m. Eastern time, on June 18, 2004. The offer and the related consent solicitation were made pursuant to the Purchaser's Offer to Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer to Purchase"). Based upon a preliminary count, as of 11:59 p.m., Eastern Time, on Friday, June 18, 2004, approximately 4448.3 Units, or approximately 50.2% of all outstanding Units (other than units held by ARV Assisted Living, Inc. or its affiliates) were tendered and not withdrawn and have been accepted for payment. Assuming the Partnership's confirmation of this figure, upon payment for these Units in accordance with the Offer to Purchase, the Purchaser, together with its affiliates, will beneficially own approximately 76.3% of all outstanding Units. Payment for Units validly tendered, not withdrawn and accepted for payment will be made promptly. At 9 a.m., Eastern Time, on Monday June 21, 2004, Purchaser will commence a subsequent offering period for all remaining untendered Units. The subsequent offering period expires at 11:59 p.m., Eastern Time, on June 24, 2004. Purchaser will immediately accept all Units properly tendered, as they are tendered, during the subsequent offering period and will pay the tendering unitholders promptly after acceptance. The same price offered in the prior offering period of $400.00 per Unit will be paid during the subsequent offering period. The subsequent offer is on the same terms and subject to the same conditions set forth in the Offer, except that Units tendered during the subsequent offering period may not be withdrawn. The Purchaser will continue to seek to consummate the merger pursuant to the terms and conditions described in the Offer to Purchase. The Offer to Purchase, subject to approval of the terms and conditions of the transactions by the California Corporations Commissioner in a fairness hearing scheduled to be held on June 24, 2004, allows the Purchaser to effect a merger pursuant to which each unit (other than units held by ARV Assisted Living, Inc. or its affiliates) not validly tendered in the offer or withdrawn will be converted into the right to receive $400, as more fully described in the Offer to Purchase. ARV Assisted Living, Inc., the general partner of the Partnership, directly or indirectly wholly-owns the Purchaser, and is a wholly-owned subsidiary of Atria Senior Living Atria Senior Living Group is a privately-held, for-profit seniors housing company based in Louisville, Kentucky. The company operates 121 facilities in 27 states.[1] Group, Inc. ARV Assisted Living, Inc. also owns approximately 76.3% of the limited partnership units of the Partnership. Unitholders who have any questions about the Purchaser's offer and/or consent solicitation, need help or would like additional copies of the Offer to Purchase, the Agreement of Assignment and Transfer, the Consent Form or any other documents disseminated to unitholders should contact American Retirement Villas Properties III, L.P., c/o ACS (Asynchronous Communications Server) See network access server. Securities Services, Inc., 3988 N. Central Expressway The following roads are named Central Expressway:
The City of Dallas (pronounced [ˈdæl.əs] or [ˈdæl. 75204 (Tel. (866) 275-3707). THE PURCHASER STRONGLY ADVISES ALL PARTNERSHIP UNITHOLDERS TO READ THE OFFER TO PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER AND THE CONSENT FORM THAT THE PURCHASER MAILED TO ALL UNITHOLDERS, AS WELL AS ITS SCHEDULE TO AND SCHEDULE 14A, WITH EXHIBITS AND THEIR AMENDMENTS, THAT HAVE BEEN FILED WITH THE SEC. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE ANY UNITS, THE SOLICITATION OF AN OFFER TO SELL ANY UNITS, THE SOLICITATION OF THE CONSENT OF ANY LIMITED PARTNER OR A RECOMMENDATION TO ANY UNITHOLDER TO TAKE ANY ACTION WITH RESPECT TO ANY OFFER. THE SOLICITATION AND OFFER TO BUY UNITS OF THE PARTNERSHIP AND THE SOLICITATION OF UNITHOLDER CONSENTS ARE BEING MADE PURSUANT TO THE OFFER TO PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER, THE CONSENT FORM AND RELATED MATERIALS THAT THE PURCHASER HAS SENT TO UNITHOLDERS AND FILED WITH THE SEC. THE PURCHASER STRONGLY ADVISES ALL UNITHOLDERS TO READ SUCH MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING RISK FACTORS AND THE TERMS AND CONDITIONS OF THE OFFER AND THE CONSENT SOLICITATION. UNITHOLDERS MAY OBTAIN COPIES OF THESE MATERIALS FOR FREE FROM THE SEC'S WEBSITE AT WWW WWW or W3: see World Wide Web. (World Wide Web) The common host name for a Web server. The "www-dot" prefix on Web addresses is widely used to provide a recognizable way of identifying a Web site. .SEC.GOV OR FROM THE INFORMATION AGENT, ACS SECURITIES SERVICES, INC., AT (866) 275-3707 (TOLL-FREE). INFORMATION RELATING TO relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc THE PARTICIPANTS IN THE OFFER AND CONSENT SOLICITATION IS CONTAINED IN THE OFFER TO PURCHASE. Certain statements in this press release may constitute forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Forward-looking statements are not guarantees of future performance or actions and involve risks and uncertainties and other factors that may cause actual results or actions to differ materially from those anticipated at the time the forward-looking statements are made. Subject to Rules 13e-3(d)(2), 13e-3(f)(i)(iii) and 13d-3(b) of the Exchange Act, neither the Purchaser nor any of its affiliates undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. |
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