Exhibit 99.8
FOR IMMEDIATE RELEASE
Genesis HealthCare Contacts: NeighborCare Contacts:
- ---------------------------- ----------------------
Lori Zimmerman Tania Almond
Investor Relations Investor Relations
610-925- 2000 410-230-6752
Lisa Salamon Crista Stark
Public Relations Public Relations
610-444-8433 410-230-6738
Genesis Health Ventures Completes Spin-Off;
Changes Name to NeighborCare, Inc.
KENNETT SQUARE, PA - (December 1, 2003)--Genesis Health Ventures, Inc. (NASDAQ:
GHVI) ("GHVI") today announced that it completed the tax-free spin-off of its
eldercare and rehabilitation businesses into a separate publicly traded company,
Genesis HealthCare Corporation ("GHC"). Genesis Health Ventures also announced
that it would change its name to NeighborCare, Inc. effective December 2, 2003.
NeighborCare corporate offices will be located in Baltimore, Maryland while
Genesis HealthCare will continue to be headquartered in Kennett Square,
Pennsylvania.
Also today, GHVI distributed to its shareholders of record as of October 15,
2003, 0.50 shares of GHC common stock for each share of GHVI common stock. GHVI
shareholders will receive cash in lieu of any fractional shares of GHC common
stock following the distribution. Cash received in lieu of fractional shares is
taxable.
Beginning December 2, 2003, Genesis HealthCare and NeighborCare will trade as
separate companies on the NASDAQ National Market System. Genesis HealthCare
common stock will trade under the ticker symbol "GHCI" and NeighborCare will
trade under the ticker symbol "NCRX".
To commemorate the completion of the spin-off and the initial trading of GHCI
and NCRX as independent companies, Genesis HealthCare and NeighborCare will open
trading of the NASDAQ Stock Market on Tuesday, December 2, 2003. Genesis
HealthCare Chairman and Chief Executive Officer George V. Hager, Jr. and
NeighborCare Chairman and Chief Executive Officer John J. Arlotta will lead the
opening ceremony.
As a result of the spin-off, the conversion price of GHVI's Series A
Participating Convertible Preferred Stock has been adjusted in accordance with
its Amended and Restated Articles of Incorporation to $12.60 from $20.33. For
more information on the conversion calculation, please visit the investor
section of our website at www.ghv.com or www.neighborcare.com.
"The separation allows all of us at Genesis HealthCare to focus our attention
and energies on building and strengthening our core operations," stated George
V. Hager, Jr.
"We are excited about NeighborCare's prospects and remain focused on setting a
new standard of service within our industry," stated John J. Arlotta. "We are
uniquely positioned as an established provider with a new vision and a renewed
energy that will provide value for both customers and shareholders alike."
About Genesis HealthCare Corporation
Genesis HealthCare is one of the nation's largest long term care providers with
over 200 skilled nursing centers and assisted living residences in 12 eastern
states operating under the Genesis ElderCare banner. Genesis also supplies
contract rehabilitation therapy to over 730 healthcare providers in 21 states
and Washington, DC.
Visit our website at www.genesishcc.com
------------------
About NeighborCare, Inc.
NeighborCare, Inc. is one of the nation's leading institutional pharmacy
providers serving long term care and skilled nursing facilities, specialty
hospitals, assisted and independent living communities, and other assorted group
settings. The Company also provides infusion therapy services, home medical
equipment, respiratory therapy services and community-based retail pharmacies.
In total, the Company's operations span the nation, providing pharmaceutical
services in 32 states and the District of Columbia.
Visit our website at www.neighborcare.com.
--------------------
Statements made in this release, our website and in our other public filings and
releases, which are not historical facts contain "forward-looking" statements
(as defined in the Private Securities Litigation Reform Act of 1995) that
involve risks and uncertainties and are subject to change at any time. These
forward-looking statements may include, but are not limited to, statements
containing words such as "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "may", "target" and similar expressions. Such forward looking
statements include, without limitation, statements regarding the effect of the
spin-off of our operations, expected changes in reimbursement rates,
inflationary increases in state Medicaid rates, self-insurance retention limits,
and earnings guidance for the fiscal year 2003. Factors that could cause actual
results to differ materially include, but are not limited to, the following:
costs, changes in the reimbursement rates or methods of payment from Medicare or
Medicaid, or the implementation of other measures to reduce reimbursement for
our services; changes in pharmacy legislation and payment formulas; the
expiration of enactments providing for additional government funding; efforts of
third party payors to control costs; the impact of federal and state
regulations; changes in payor mix and payment methodologies; further
consolidation of managed care organizations and other third party payors;
competition in our business; an increase in insurance costs and potential
liability for losses not covered by, or in excess of, our insurance; competition
for qualified staff in the healthcare industry; our ability to control operating
costs, and generate sufficient cash flow to meet operational and financial
requirements; an economic downturn or changes in the laws affecting our business
in those markets in which we operate; and that there can be no assurance that
the spin-off transaction will increase shareholder value.
The forward-looking statements involve known and unknown risks, uncertainties
and other factors that are, in some cases, beyond our control. We caution
investors that any forward-looking statements made by us are not guarantees of
future performance. We disclaim any obligation to update any such factors or to
announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments.
# # #