Health & Fitness
Health and Fitness
Health and Fitness
Tue, November 9, 2010
Mon, November 8, 2010
SEATTLE--([ BUSINESS WIRE ])--Emeritus Corporation (NYSE: ESC) today announced that it and certain selling shareholders have commenced an underwritten public offering of an aggregate of 4,000,000 shares of the Companya™s common stock, of which 3,500,000 shares will be sold by Emeritus and 500,000 shares will be sold by the selling shareholders. In connection with the offering, Emeritus intends to grant the underwriter an option to purchase up to an additional 600,000 shares to cover overallotments, if any.
Emeritus intends to use its net proceeds from the offering to pay the $13 million cash portion of the purchase price of its previously announced acquisition of the assets of Randall Weston and Weston Group, Inc., to make an aggregate repayment of $14.2 million in outstanding principal of two loans owed to Ventas Realty, Limited Partnership, and for other general corporate purposes. Emeritus will not receive any proceeds from the sale of shares by the selling shareholders.
The offering is being conducted pursuant to two registration statements declared effective by the Securities and Exchange Commission (the aSECa) on January 16, 2008 and June 18, 2010, respectively. BofA Merrill Lynch is acting as sole manager for this offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering will be made by means of two prospectuses and the related prospectus supplement filed with the SEC as part of the Companya™s registration statements. When available, copies of the prospectuses and the related prospectus supplement may be obtained from BofA Merrill Lynch, 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department or by e-mail at [ dg.prospectus_requests@baml.com ].
About Emeritus Corporation
Emeritus Corporation is a national provider of senior living services. Emeritus is one of the largest and most experienced operators of freestanding assisted living communities located throughout the United States. These communities provide a residential housing alternative for senior citizens who need assistance with the activities of daily living, with an emphasis on personal care services, which provide support to the residents in the aging process. Emeritus currently operates 479 communities in 43 states with capacity for approximately 42,400 units and approximately 49,700 residents.
Cautionary Statement under the Private Securities Litigation Reform Act: This press release contains "forward-looking statements" that are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties are detailed in Emeritusa™s reports filed with the SEC, including aItem 1A. Risk Factorsa in our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent Quarterly Reports on Form 10-Q.These reports can be accessed under the investors tab of Emeritusa™s website or on the SEC's website at [ www.sec.gov ].Actual events or results may differ materially from those contained in the forward-looking statements.Emeritus undertakes no obligation to update the information provided herein.
