Genesis ElderCare Acquisition Corp. Commences Offer to Purchase 12.50% Senior Subordinated Notes Due 2002 of The Multicare Companies.KENNETT SQUARE, Pa.--(BW HealthWire)--Sept. 11, 1997--Genesis ElderCare eld·er·care n. Social and medical programs and facilities intended for the care and maintenance of the aged. Acquisition Corp., a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. ("GEAC (Geac Computer Corporation Limited, Markham, Ontario, www.geac.com) A major Canadian software company acquired in early 2006 by Golden Gate Capital. Founded in 1971, and originally specializing in library automation, Geac is best known for its SmartStream financial, payroll and human ") and 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 Genesis ElderCare Corp., a Delaware corporation ("Parent"), today announced the commencement of an offer (the "Offer") to purchase for cash all outstanding 12.50% Senior Subordinated Notes due 2002 (the "Notes") of The Multicare Companies, Inc., a Delaware corporation ("Multicare"). The offer consideration to be paid for each validly tendered Note will equal the present value of all scheduled principal, premium and interest payments due on the Note through Jan. 1, 1998 (the first call date for the Notes), discounted to the payment date at an annual compounded rate equal to the yield to maturity of 5 1/4% U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Bills due Dec. 31, 1997, as calculated by the Dealer Manager in accordance with standard market practice, minus the consent payment (described below) for such Note. The purchase price will be set at 2:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on the third business day prior to the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. for the Offer. In addition, holders who tender their Notes will receive accrued and unpaid interest on the tendered Notes, to, but not including, the payment date. In connection with the Offer, GEAC is also soliciting consents from holders of Notes to certain waivers of, and amendments to, the provisions of the Indenture under which the Notes were issued. The waiver will waive any default under the Indenture arising from the consummation of the tender offer by GEAC and Parent to purchase all the outstanding shares of common stock of Multicare at a purchase price of $28.00 per share (the "Equity Tender Offer") and related transactions. The amendments will eliminate substantially all of the restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. contained in such Indenture. Subject to the terms and conditions of this solicitation, GEAC is offering to pay to each holder who consents to the proposed amendments a consent payment equal to $20.00 per $1,000 principal amount of Notes. The Offer will expire at 5:00 p.m., New York City time, on Oct. 8, 1997 unless extended. Holders of Notes must tender their Notes on or prior to the expiration date in order to receive the offer consideration. Holders of Notes must validly tender their Notes and provide their consents to the proposed amendments on or prior to 5:00 p.m., New York City time, on the consent date in order to receive the consent payment. The consent date is the date which is one business day following the public announcement (by press release) of the occurrence of the "consent achievement date," which, in turn, is the later of Sept. 26, 1997 and the first date that GEAC shall have received consents to the proposed amendments from holders representing a majority in aggregate principal amount of the Notes then outstanding. Holders who tender their Notes are required to consent to the proposed amendments. Holders may not consent to the proposed amendments without tendering their Notes. Holders who tender their Notes after the day following the consent achievement date will be entitled to receive the offer consideration but not the consent payment. The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer at least a majority in aggregate principal amount of outstanding Notes and the consummation of the Equity Tender Offer. Morgan Stanley  To comply with Wikipedia's , the introduction of this article needs a complete rewrite. Dean Witter is acting as Dealer Manager for the offer to purchase and consent solicitation Consent SolicitationA 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 . The offer to purchase and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent, which more fully set forth the terms of the offer to purchase and consent solicitation. For additional information concerning the pricing, tender and delivery procedures and conditions of the offer to purchase and consent solicitation, reference is made to the Offer to Purchase and Consent Solicitation Statement and related transmittal documents, copies of which may be obtained by calling the Information Agent, D.F. King & Co., at 800/290-6427. Questions and requests for assistance concerning the offer to purchase and consent solicitation should be directed to either the Information Agent or Morgan Stanley Dean Witter at 212/761-1278. Genesis ElderCare Corp. was formed by Genesis Health Ventures Inc., The Cypress Group L.L.C. and TPG TPG Texas Pacific Group TPG Tapping TPG Transports Publics Genevois (Geneva, Switzerland public transportation) TPG Test Pattern Generator TPG TNT Post Group TPG Trésorier Payeur Général Partners II, L.P. to acquire Multicare. CONTACT: George V. Hager, Jr. Senior Vice President & Chief Financial Officer (610) 444-6350 |
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