ATLANTA, Oct. 15 /PRNewswire-FirstCall/ -- Mariner Health Care, Inc. (“Mariner”, or “Company”) (BULLETIN BOARD: MHCA) today announced several important developments with respect to its previously announced merger with National Senior Care, Inc., (“NSC”), that move Mariner and NSC closer to the consummation of the proposed merger.
The required waiting period prior to mailing the definitive proxy materials has expired with respect to the proxy statement filed with the Securities and Exchange Commission on September 27, 2004, without comment or review, enabling the proxy to be mailed to Mariner’s stockholders. This development follows the expiration of the required waiting period under the Hart-Scott-Rodino Act on September 24, 2004, such that the Company may proceed to consummate the merger following satisfaction of the various closing conditions set forth in the merger agreement and NSC’s financing commitments. As a result of these developments, Mariner expects that it will announce the date of the meeting of stockholders to vote on the approval of the merger soon after the record date of October 19, 2004.
In addition to the foregoing, since filing the preliminary proxy referred to above, Mariner has received a revised equity commitment letter from Cammeby’s Funding LLC, an entity controlled by Mr. Rubin Schron, covering the final $100 million equity commitment required to capitalize certain of the merger related entities, bringing the total equity commitment to $300 million. This equity commitment is in addition to the $855 million in financing commitments already provided by Credit Suisse First Boston to NSC and other merger related entities.
Completion of the merger, which is expected by the end of calendar year 2004, still requires satisfaction of certain conditions, including, among other things, approval by Mariner’s stockholders and satisfaction of the closing conditions of the financing commitments.
About Mariner Health Care
Mariner, headquartered in Atlanta, Georgia, is one of the largest long- term care operators in the United States. Mariner, through its subsidiaries and affiliates, operates 263 skilled nursing and assisted living facilities as well as eleven long-term acute care hospitals representing approximately 31,600 beds across the country. Additional company information is available at http://www.marinerhealthcare.com/ .
Important Legal Information
On September 27, 2004, Mariner filed a proxy statement regarding the proposed acquisition of Mariner by NSC with the SEC. Before making any voting or investment decisions, investors and shareholders of Mariner are urged to read the proxy statement regarding the acquisition, carefully in its entirety, because it contains important information about the proposed transaction. Mariner expects that, a definitive proxy statement will be sent to the shareholders of Mariner seeking their approval of the transaction as described above. Investors and security holders may obtain a free copy of the definitive proxy statement, if it becomes available, and other documents filed with, or furnished to, the SEC by Mariner at the SEC’s web site at http://www.sec.gov/ . The definitive proxy statement and other documents may also be obtained for free from Mariner by directing an email request to roxy@marinerhealthcare.com, or a written request to Mariner Health Care, Inc., One Ravinia Drive, Suite 1500, Atlanta, Georgia 30346; Attn: Stefano M. Miele, SVP-General Counsel and Secretary.
Certain Information Concerning Participants: Mariner, its directors, executive officers and certain members of management and employees may be soliciting proxies from Mariner’s shareholders in favor of the approval of the transaction. Information regarding such officers and directors is included in Mariner’s Annual Report of Form 10-K for the year ended December 31, 2003 filed with the SEC on March 15, 2004.
Forward Looking Statements
Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the Securities and Exchange Commission, all as may be amended from time to time. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of the PSLRA. Any such forward-looking statements reflect our beliefs and assumptions and are based on information currently available to us. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Mariner cautions investors that any forward-looking statements we make are not guarantees or indicative of future performance. For additional information regarding factors that may cause our results of operations to differ materially from those presented herein, please see “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
You can identify forward-looking statements as those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “contemplate,” “estimate,” “believe,” “plan,” “project,” “predict,” “potential” or “continue,” or the negative of these, or similar terms.
Any subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth or referred to above, as well as the risk factors contained in our Annual Report for the year ended December 31, 2003 on Form 10-K. Except as required by law, we disclaim any obligation to update such statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Contact: Mariner Health Care, Inc.
Boyd Gentry Senior Vice President and Treasurer 678-443-6872
Mariner Health Care, Inc.
CONTACT: Boyd Gentry, Senior Vice President and Treasurer of MarinerHealth Care, Inc., +1-678-443-6872
Web site: http://www.marinerhealthcare.com/