This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

Acquisition Of Emeritus Corporation By Brookdale Senior Living Inc. May Not Be In Shareholders' Best Interests

SAN DIEGO and SEATTLE, Feb. 21, 2014 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are 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.

(Logo: http://photos.prnewswire.com/prnh/20130103/MM36754LOGO)

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, ddonahue@robbinsarroyo.com, or via the shareholder information form on the firm's website.

Robbins Arroyo LLP is a nationally recognized leader in securities litigation and shareholder rights law.  The law firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested.   

Attorney Advertising. Past results do not guarantee a similar outcome.  

1 of 2

Select the service that is right for you!

COMPARE ALL SERVICES
Action Alerts PLUS
Try it NOW

Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
  • Weekly roundups
TheStreet Quant Ratings
Try it NOW
Only $49.95/yr

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
  • Upgrade/downgrade alerts
Stocks Under $10
Try it NOW

David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
  • Weekly roundups
Dividend Stock Advisor
Try it NOW

Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Alerts when market news affect the portfolio
  • Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
Real Money Pro
Try it NOW

All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.

Product Features:
  • Real Money + Doug Kass Plus 15 more Wall Street Pros
  • Intraday commentary & news
  • Ultra-actionable trading ideas
Options Profits
Try it NOW

Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • 100+ monthly options trading ideas
  • Actionable options commentary & news
  • Real-time trading community
  • Options TV
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!
DOW 17,172.68 -107.06 -0.62%
S&P 500 1,994.29 -16.11 -0.80%
NASDAQ 4,527.6890 -52.10 -1.14%

Brokerage Partners

Rates from Bankrate.com

  • Mortgage
  • Credit Cards
  • Auto

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs