Emeritus Corporation (NYSE: ESC) (“Emeritus” or the “Company”), the nation’s largest provider of assisted living and memory care services, today announced that the Company has entered into an agreement to purchase Nurse on Call, Inc. (“Nurse on Call” or “NOC”), the largest Medicare-licensed home health care provider in Florida and one of the largest such providers in the United States. Emeritus will pay $102 million in cash for 91% of the equity of NOC’s parent company, and the remaining equity will be owned by certain members of NOC’s management team. The Company will fund the purchase primarily from net proceeds realized from the recently closed sale of joint venture communities. Through 28 offices serving 47 counties in Florida, NOC’s 1,700 caregivers provide skilled nursing, rehabilitation therapy, medical social services, and other home health assistance to individuals in their homes who may be recovering from surgery, have an acute exacerbation of a chronic illness, or need assistance with the activities of daily living. NOC and its affiliates currently generate annualized revenues of approximately $140 million and earnings before interest, income taxes, depreciation and amortization of approximately $17 million. Emeritus expects that the acquisition of NOC will be immediately accretive to earnings. “The acquisition of Nurse on Call, a premier home health agency, will add in-home care to our spectrum of senior living services,” explained Granger Cobb, the President and Chief Executive Officer of Emeritus. “NOC will allow us to expand and better coordinate our continuum of post-acute services for our residents, and it will provide Emeritus with a platform for expansion of home health care services throughout our communities and other markets across the United States. Dale Clift, the Chief Executive Officer of Nurse on Call, said that “By joining forces with Emeritus, NOC becomes a stronger home health care provider that will be well-positioned to expand our services and scale nationally while remaining committed to patient-focused care, high quality, uncompromising integrity, and teamwork. A strong cultural fit is essential for any business partnership, and Emeritus shares the value we place on treating patients like family, with dignity and respect.”
Final closing of this transaction is subject to customary closing conditions for an acquisition of this nature and is expected to be completed in the fourth quarter of 2012. Additional information with respect to the transaction will be provided in the Emeritus third quarter 2012 earnings release conference call scheduled for November 5, 2012.About Emeritus Corporation Emeritus Corporation is the nation’s largest assisted living and memory care provider with capacity to serve nearly 50,000 residents. More than 28,000 employees support more than 470 communities throughout 44 states coast to coast. Emeritus offers the spectrum of senior residential choices, care options and life enrichment programs that fulfill individual needs and promote purposeful living throughout the aging process. Its experts provide insights on senior living, care, wellness, brain health, caregiving and family topics at www.emeritus.com, which also offers details on the organization’s services. Emeritus’ common stock is traded on the New York Stock Exchange under the symbol ESC. “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: A number of the matters and subject areas discussed in this report that are not historical or current facts deal with potential future circumstances, operations, and prospects. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from our actual future experience as a result of such factors as: the satisfaction of the conditions to the closing of the pending transaction, including obtaining and maintaining required regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase and sale agreement; uncertainty relating to Medicare reimbursements for home health services; and our ability to integrate home health services into our existing communities. We have attempted to identify, in context, certain of the factors that we currently believe may cause actual future experience and results to differ from our current expectations regarding the relevant matter or subject area. These and other risks and uncertainties are detailed in our reports filed with the Securities and Exchange Commission, including “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC. The Company undertakes no obligation to update the information provided herein.