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Assisted Living Concepts, Inc. Announces January 31, 2005 as the Date for Special Stockholders Meeting to Approve Merger.


DALLAS -- 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.
 Concepts, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:ASLC ASLC Alaska Sealife Center
ASLC Associated Students of Lewis & Clark College
ASLC Accruing Superannuation Liability Contributions
ASLC Adaptive Side-Lobe Cancellation
), a national provider of assisted living services, announced today that the Special Stockholders Meeting to approve the previously announced merger with Extendicare Health Services health services Managed care The benefits covered under a health contract , Inc. and Alpha Acquisition, Inc. will be held on Jan. 31, 2005, at 9:00 a.m. Central Time, at the Hyatt Regency DFW DFW Dallas/Ft Worth, TX, USA - Dallas Ft Worth International (Airport Code)
DFW Department of Fish and Wildlife
DFW David Foster Wallace
DFW Drug-Free Workplace
DFW Down For Whatever (song by Pretty Young Things) 
, International Parkway, Dallas, TX 75261.

Under the terms of the merger agreement, upon consummation, Assisted Living Concepts' stockholders will receive $18.50 per share in cash, which represents a premium of more than 23% to the most recent closing price on Nov. 3, 2004, of $14.95, and a premium of more than 110% to the closing price of $8.75 on May 27, 2004, the date immediately prior to the Company's public announcement of exploration of strategic alternatives. The transaction is valued at approximately $280 million, including consideration for outstanding stock options and the assumption of certain debt obligations of Assisted Living Concepts pursuant to the merger. Upon completion of the merger, Assisted Living Concepts will become a wholly-owned subsidiary of Extendicare Health Services, Inc.

The Board of Directors of the Company unanimously approved of the transaction and entered into the merger agreement following the unanimous recommendation by a special committee comprised of independent directors. The closing of the transaction is subject to certain terms and conditions customary for transactions of this type. The parties currently anticipate closing the transaction on or about Jan. 31, 2005, subject to obtaining shareholder approval and final regulatory approvals.

Extendicare Health Services, Inc. of Milwaukee, Wisconsin is a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of Extendicare Inc. of Markham, Ontario (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
:EXE Exe (ĕks), river, c.55 mi (90 km) long, rising in the Exmoor, Somerset, SW England, and flowing S across the Cornwall peninsula, past Exeter to the English Channel at Exmouth. .MV)(TSX:EXE.SV)(NYSE NYSE

See: New York Stock Exchange
:EXE). Through its subsidiaries, Extendicare Inc. currently operates 266 long-term care facilities long-term care facility
n.
See skilled nursing facility.
 across North America, with capacity for over 27,700 residents. As well, through its operations in the United States, Extendicare offers medical specialty medical specialty Any specialty that provides non-interventional Pt management, ie with drugs, or with minimum intervention–eg, balloon catheterization Examples Internal medicine–allergy and immunology, cardiology, gastroenterology, hematology/oncology,  services such as subacute care and rehabilitative therapy services, while home health care services are provided in Canada. Extendicare employs 34,900 people in the United States and Canada.

Additional Information

Assisted Living Concepts filed its definitive proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 relating to the proposed merger with the Securities and Exchange Commission. Stockholders are urged to read the proxy statement carefully, as it contains important information that stockholders should consider before making a decision about the merger. In addition to receiving the proxy statement from the Company by mail, stockholders will also be able to obtain the proxy statement, as well as other filings containing information about the Company, without charge, from the Securities and Exchange Commission's website (http://www.sec.gov) or, without charge, from the Company. This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of Assisted Living Concepts.

Participants in the Solicitation

Assisted Living Concepts and its directors, executive officers, other members of its management, and employees may be deemed to be participants in the solicitation of proxies from Assisted Living's stockholders in favor of the proposed merger. Information regarding persons who may be deemed participants in the solicitation and any interests that those persons may have in the transaction will be set forth in the proxy statement.

About Assisted Living

Assisted Living Concepts, Inc. operates 177 owned and leased assisted living residences with 6,838 units for older adults who need help with the activities of daily living, such as eating, bathing, dressing and medication management. In addition to housing, the Company provides personal care, support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services , and nursing services according to the individual needs of its residents, as permitted by state law. This combination of housing and services provides a home-like setting and cost efficient alternative that encourages independence for individuals who do not require the broader array of medical and health services provided by skilled nursing facilities. The Company currently has residences in Oregon, Washington, Idaho, Nebraska, Iowa, Arizona, Texas, New Jersey, Ohio, Pennsylvania, Indiana, Louisiana, Michigan and South Carolina South Carolina, state of the SE United States. It is bordered by North Carolina (N), the Atlantic Ocean (SE), and Georgia (SW). Facts and Figures


Area, 31,055 sq mi (80,432 sq km). Pop. (2000) 4,012,012, a 15.
.

Forward-Looking Statements

This press release contains various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 regarding the proposed transaction between Assisted Living Concepts, Inc. and Extendicare Health Services, Inc. and Alpha Acquisition, Inc. and involving risks and uncertainties related to the occurrence of future events. These forward-looking statements are based on management's current expectations, assumptions, estimates and projections about the current economic environment, the Company and its industry. Certain factors that could cause actual events not to occur as expressed in the forward-looking statement include, but are not limited to, (i) the failure to obtain the necessary stockholder approval and (ii) satisfaction of various other closing conditions contained in the definitive merger agreement. Other potential risks and uncertainties are discussed in Assisted Living's reports and other documents filed with the Securities and Exchange Commission from time to time. The Company assumes no obligation to update the forward-looking information. Such forward-looking statements are based upon many estimates and assumptions and are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company's management. Inclusion of such forward-looking statements herein should not be regarded as a representation by the Company that the statements will prove to be correct.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Jan 14, 2005
Words:868
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