ATLANTA, Oct. 22 /PRNewswire-FirstCall/ -- Mariner Health Care, Inc. (“Mariner”, or “Company”) (BULLETIN BOARD: MHCA) announced today that it will hold an annual meeting of its stockholders on Tuesday, November 30, 2004 to vote on the proposed merger with National Senior Care, Inc. (“NSC”), the election of directors and other matters. The meeting will take place at 9:00 a.m. at The Westin New York at Times Square, 270 West 43rd Street at Eighth Avenue, New York, New York 10036.
Formal notice of the meeting, together with the definitive proxy materials, are expected to be mailed to stockholders on or before Monday, October 25, 2004. The proxy materials are also available at http://www.sec.gov/ or http://www.marinerhealthcare.com/. Only stockholders of record at the close of business on October 19, 2004 are entitled to vote at the special meeting.
In related developments, Mariner and NSC have entered into an amendment to the Merger Agreement pursuant to which Mariner has agreed to delay drawing the $40 million irrevocable bank letter of credit that secures NSC’s break-up fee obligation until December 8, 2004. Pursuant to the terms of the Merger Agreement, prior to its amendment, Mariner was entitled to draw on the letter of credit at any time after October 22, 2004 unless the merger had been previously consummated or terminated. As consideration for this accommodation and as detailed in Mariner’s definitive proxy statement, NSC has agreed to certain modifications to the terms of the Merger Agreement including amending the definition of Material Adverse Change and Material Adverse Effect to exclude any events, changes, effects, circumstances or conditions occurring after October 21, 2004. In addition, the various exclusions from the definition of a Material Adverse Change and Material Adverse Effect contained in the Merger Agreement have been expanded to include any events, changes, effects, circumstances or conditions that have occurred prior to the date of the amendment and as to which Mariner provided notice or as to which NSC otherwise has knowledge. NSC has also agreed, among other things, to waive the impact of any past or future reports or analyses relating to professional and general liability claims asserted against Mariner prior to October 21, 2004. The amendment is included with the definitive proxy statement and is also available at http://www.sec.gov/ or http://www.marinerhealthcare.com/. Mariner continues to hold the letter of credit and may draw on it at any time from December 8, 2004 until December 31, 2004.
C. Christian Winkle, Mariner’s Chief Executive Officer, stated, “I believe that this is a very positive development for Mariner and clearly demonstrates NSC’s confidence in our business and management team and commitment to closing this transaction. We continue to hold an irrevocable letter of credit for $40 million that will not expire until December 31, 2004, and NSC has agreed to significant limitations on its ability to terminate the Merger Agreement.”
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 NSC’s 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 252 skilled nursing facilities and two stand-alone assisted living facilities in 23 states with approximately 31,000 licensed beds, and 12 long-term acute care hospitals with approximately 640 beds. Additional company information is available at http://www.marinerhealthcare.com/.
Important Legal Information
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 without charge from Mariner by directing an email request to proxy@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 on 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,+1-678-443-6872, of Mariner
Web site: http://www.marinerhealthcare.com/