Skilled Healthcare To Combine With Genesis HealthCare In All-Stock Deal

(RTTNews) - Skilled Healthcare Group, Inc. (SKH) said Monday that it has signed a definitive agreement to combine with Genesis HealthCare, a provider of post acute care services, based in Kennett Square, PA.

Under the deal, Skilled Healthcare shareholders will collectively own 25.75% of the vote and value of the fully-diluted equity of the combined company, while Genesis HealthCare shareholders will own the other 74.25%.

The deal is expected to close in early 2015.

After closing, the combined company will operate under the Genesis HealthCare name and will continue to be traded on the NYSE. Headquarters will be at Genesis HealthCare's offices in Kennett Square, PA, and George Hager, Jr. will be the CEO. The Board of Directors will initially consist of representative Directors from both companies, as well as independent directors jointly selected by the two companies.

The combined company would have trailing 12 month revenues (as of June 30, 2014) of more than $5.5 billion, with more than 500 facilities in 34 states and approximately 95,000 employees.

Skilled Healthcare's board of directors has unanimously approved and declared advisable the Purchase and Contribution Agreement and the deals it contemplates. Following the execution of the Purchase and Contribution Agreement, Onex Corp. and certain of its affiliates, which collectively hold shares representing about 82.1% of the voting power of Skilled Healthcare's presently outstanding common stock, executed a written consent adopting and approving the Purchase and Contribution Agreement and the deals and agreements it contemplates.

The board of directors of Genesis HealthCare has also unanimously approved the Purchase and Contribution Agreement and the consummation of the deals it contemplates.