Filed by Emeritus Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Emeritus Corporation
Commission File No.: 001-14012
Emeritus Corporation provided the following information to certain of its Seattle office employees, which relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 20, 2014 (the “Merger Agreement”), by and among Emeritus Corporation, Brookdale Senior Living, Inc. (“Brookdale”) and Broadway Merger Sub Corporation, a wholly owned subsidiary of Brookdale.
Frequently Asked Questions
What will happen to my job?
As part of integration planning, we are still working out the extent and timing of impact on the Seattle Home Office. We expect over time to merge systems and gain synergies by combining many of the support systems with Brookdale’s functions. While we don’t yet know to what degree a Seattle presence may be maintained, to the extent that positions are impacted, full details and timing will be communicated to you as soon as possible.
We recognize that uncertainty about the future is unsettling, so here are some important points to note:
| • | Very little will change immediately. We are two leading companies that pride themselves on a commitment to serving seniors and we must maintain our focus on this priority. |
| • | We will continue to operate in our current structure until the Q3 closing. Combining processes and functions will take a long time, and you will be provided with as much notice as possible if you are impacted. |
| • | It is likely that there will be minimal impact on the Seattle corporate associates until the latter part of 2014 for some, and well into 2015 for many others. |
| • | We will give each impacted individual as much notice as possible, generally many months. Employees in good standing in Seattle who are impacted may have an opportunity to move to a comparable position in the Nashville or Milwaukee corporate offices. Relocation assistance will be provided. |
| • | In addition, employees can explore any other open position within the combined companies. |
| • | If moving is not an option for you, for personal or professional reasons, you will receive an appropriate severance package and outplacement assistance. Details surrounding severance and retention packages will be reviewed with each impacted employee no later than April 15. |
| • | Brookdale has accomplished three large integrations like this over the last ten or so years, and knows that it is vital to maintain solid field and support operations focused on serving residents, and to treat all employees well through the process. |
Will there be severance and retention packages?
Yes. We will give each impacted individual as much notice as possible, generally many months. Anyone impacted will receive a severance/retention package. Details surrounding severance and retention packages will be reviewed with each impacted employee no later than April 15.
Why are the companies merging?
We believe this merger will be good for all seniors. With the nation’s senior population growing, more seniors and families are in need of senior living and senior care services. This merger will create the first truly national senior living company offering the most comprehensive set of senior care solutions.
Brookdale and Emeritus Senior Living are well matched for this purpose. We share a rich heritage and similar strengths, including customer-focused cultures and a commitment to continuous improvement and innovation. Merging the two companies will allow the united company to serve the residents in our care with expanded services and greater opportunities for efficient operations. We also have a shared value that is at the foundation of everything we do - we are passionately committed to making a difference in the lives of those in our care.
Who is Brookdale?
Brookdale Senior Living Inc. is a leading owner and operator of senior living communities throughout the United States. The company is committed to providing senior living solutions within properties that are designed, and operated, with the highest quality service, care and living accommodations for residents. Currently, Brookdale operates independent living, assisted living, and dementia care communities and continuing care retirement centers, with more than 650 communities in 36 states and the ability to serve approximately 67,000 residents. Through its Innovative Senior Care program, the company also offers a range of outpatient therapy, home health, personalized living and hospice services. For more information, visit www.brookdale.com.
What services will the new company offer?
The combined organization will create a full complement of senior solutions in senior living, including independent living, assisted living, dementia care, skilled nursing, home health, hospice, therapies, short-term rehabilitation, long-term care and private-duty home care.
What will change for our residents?
Residents will continue to receive the same excellent care and service they have come to expect while living in their communities. They will continue to be assisted by the same staff they have come to know, and continue to enjoy all the amenities of their communities. Overtime, residents will have greater ability to age in place because of the expanded services and care options available to them.
Where are we in the process? When will the merger be final?
We have announced that Brookdale and Emeritus have signed an agreement to merge the two organizations. The closing of the transaction under the merger agreement is subject to, among other closing conditions, shareholder votes from both companies, regulatory approvals and certain third-party consents. It is expected to be completed in the third quarter of 2014.
How can I get updates on the merger process?
You will be receiving information as soon as it becomes available from your supervisor and company leadership. We have created a website to post information surrounding the merger,www.EmeritusForward.com. We have also set up a designated page on our employee communications website,www.YouAndEmeritus.com to provide information and answer questions that pertain to you as an individual employee. We encourage you to read these sites thoroughly and check back frequently for updates. If you have questions that haven’t been addressed by the website or your supervisor, we invite you to ask specific questions through our dedicated email address:AskUs@emeritus.com.
What does this mean for community-based employees?
Community-based employees won’t see much change. The merger will not impact their day-to-day responsibilities caring for residents in our communities. As we grow together, the merger will allow for more opportunities for career growth and the ability to provide expanded services to the residents they serve.
Will there be leadership changes?
Emeritus and Brookdale are just beginning to explore how the regional, divisional and executive leadership will fit into the structure of the combined company. The expectation is that we will move to a common field operating platform, combining the management structure of the two companies with appropriate realignment based on geography and product lines. We expect to have more clarity on this issue by April 15, 2014.
How should we proceed with our current work and projects?
Nothing remains more important than continuing your extremely valuable work supporting our residents, families and communities. It’s vital that we stay the course in order to best care for our residents. Your supervisor will keep you apprised of any changes to your work as more information becomes available.
What should I tell the residents?
We have sent our residents a letter announcing the intention to merge with Brookdale and provided talking points to the community leadership teams to use as a resource for any questions about the merger.
Our dedicated websitewww.EmeritusForward.com is also a resource for residents and families to learn more about the merger agreement and how this merger will impact them.
What should I tell my vendors or other business partners?
Our dedicated websitewww.EmeritusForward.com is also a resource for business partners to learn more about the merger agreement and how this merger will impact them.
Will the Emeritus communities get new names?
Current Emeritus communities will eventually have their name changed to reflect the Brookdale brand. The timing on name changes is still to be determined.
Important Additional Information about the Proposed Transaction
In connection with the proposed transaction, Brookdale Senior Living (“Brookdale”) plans to file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Emeritus, Inc. (“Emeritus”) and Brookdale that also constitutes a prospectus of Brookdale. Emeritus and Brookdale will mail the proxy statement/prospectus to each of their respective shareholders. This communication does not constitute a solicitation of any vote or approval.The joint proxy statement/prospectus to be filed with the SEC related to the proposed transaction will contain important information about Brookdale, Emeritus, the proposed transaction and related matters. WE URGE INVESTORS AND SHAREHOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You may obtain free copies of the joint proxy statement/prospectus, when it is filed with the SEC, and other documents filed by Emeritus and Brookdale with the SEC through the website maintained by the SEC atwww.sec.gov. The joint proxy statement/prospectus, when it is filed with the SEC, and the other documents filed by Emeritus and Brookdale with the SEC may also be obtained for free by accessing Brookdale’s website atwww.brookdale.com (which website is not incorporated herein by reference) and clicking on “About Brookdale” and then clicking on the link for “Investor Relations” and then the link “SEC Filings” or by accessing Emeritus’s website atwww.emeritus.com (which website is not incorporated herein by reference) and clicking on the “Investors” link and then clicking on the link for “SEC Filings.”
Emeritus, Brookdale and their respective directors and officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the merger transaction. Information regarding these persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the proposed merger transaction will be set forth in the joint proxy statement/prospectus described above when it is filed with the SEC. Additional information regarding each of Emeritus’s and Brookdale’s respective executive officers and directors, including shareholdings, is included in Emeritus’s definitive proxy statement for 2013, which was filed with the SEC on April 9, 2013 and Brookdale’s definitive proxy statement for 2013, which was filed with the SEC on April 30, 2013, respectively. You can obtain free copies of this document from Emeritus or Brookdale, respectively, using the contact information above.
Forward-Looking Statements
Statements made in this communication and related statements that express Emeritus’s or our management’s intentions, hopes, indications, beliefs, expectations, or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. These statements include those regarding the closing of the merger transaction, the expected timing of the merger transaction, the anticipated benefits of the proposed merger, including future financial and operating results, and the potential effects of the merger transaction, including if it does not close.
These statements are not guarantees of future performance or events and are subject to risks, uncertainties and assumptions that could cause actual results or events to vary materially from those indicated in this communication, including without limitation: the ability to obtain licensure, regulatory and other third party approvals of the merger transaction on the proposed terms and schedule; the ability to obtain shareholder approval of the pending merger transaction; the risk that the strategic and other objectives relating to the proposed merger transaction may not be achieved or that synergies will not be fully realized; and disruptions to our business as a result of the pending merger transaction, affecting relationships with residents, employees and other business relationships. These risks, as well as other risks associated with the merger transaction, are more fully discussed in our reports filed with the SEC, including our annual report for the year ended December 31, 2013, which risks and uncertainties are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication. Except to the extent required by law, Emeritus disclaims any obligation to update any forward-looking statements after the distribution of this communication, whether as a result of new information, future events, changes in assumptions, or otherwise.
