EXHIBIT 99.1
[BROOKDALE LOGO] [AMERICAN RETIREMENT CORPORATION LOGO]
DRAFT
FOR IMMEDIATE RELEASE
Contact:
Brookdale Senior Living Inc. American Retirement Corporation
Francie Nagy Ross Roadman
Tel: 1-212-515-4625 Tel: 1-615-376-2412
BROOKDALE TO ACQUIRE AMERICAN RETIREMENT CORPORATION
IN $1.2 BILLION CASH TRANSACTION AND BECOME LARGEST OPERATOR OF
SENIOR LIVING FACILITIES IN THE UNITED STATES
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Chicago, IL and Nashville, TN. May 12, 2006 -- Brookdale Senior Living Inc.
(NYSE: BKD) and American Retirement Corporation Corp. (NYSE: ACR) today
announced a definitive merger agreement under which Brookdale will acquire all
of the outstanding shares of American Retirement Corporation for an aggregate
purchase price of approximately $1.2 billion in cash, or $33.00 per share (on a
fully diluted basis). The combination will create America's premier operator of
senior living facilities. The boards of both companies unanimously approved the
acquisition. The all-cash price of $33.00 per share represents an approximate
32% premium over the closing share price of American Retirement Corporation on
May 12.
Brookdale has received a $1.3 billion equity commitment from an affiliate of
Fortress Investment Group LLC. Brookdale has the option to reduce the amount of
equity commitment up to $650 million through the proceeds of debt or equity
within the next six months following the closing of the transaction.
Upon completion of the acquisition, American Retirement Corporation will become
a wholly-owned subsidiary of Brookdale. The combined company will be the largest
operator of senior living facilities in the United States based on total
capacity with 535 facilities in 34 states and the ability to serve over 50,000
residents. The combined company will operate 73 independent living facilities
with over 13,700 units, 413 assisted living facilities with over 21,640 beds,
and 49 continuing care retirement communities with over 14,680 units/beds.
Commenting on the transaction, William B. Doniger, Vice Chairman of Brookdale,
said, "This is an extraordinarily powerful combination of complementary
businesses that creates the nation's largest operator of senior living
facilities. American Retirement Corporation is a great strategic fit for us, and
this combination creates, in our opinion, the highest quality portfolio of
senior housing assets in the United States. The successful expansion of American
Retirement Corporation's ancillary services business at our facilities
represents significant upside to our future operating prospects. Finally, their
expertise in the CCRC sector will enable us to expand our already successful
strategy of supplementing our organic cash flow with accretive acquisitions.
This transaction, together with the previously announced $750 million of
acquisitions, should be meaningfully accretive to our organic cash earnings in
2007."
Mark J. Schulte, Chief Executive Officer of Brookdale continued, "We look
forward to bringing the outstanding people and communities from American
Retirement Corporation into the Brookdale family, and I especially look forward
to welcoming Bill Sheriff to our management team as a true partner in our effort
to provide our residents with the highest level of service and care in the
industry. This is a great result for two outstanding organizations."
W.E. Sheriff, Chairman, President and Chief Executive Officer of American
Retirement Corporation, added, "We have always taken our fiduciary
responsibility to all of our shareholders very seriously and, with this merger,
have demonstrated it again. We believe this is compelling for our shareholders
and a great opportunity for our associates. Over the company's 28 year history,
we have built a first-rate platform of products and services that make a
difference in people's lives. We have achieved this success while creating and
maintaining a corporate culture in which a commitment to quality and respecting
our associates and residents is the top priority. We are excited about creating
a national platform with a like-minded company that will provide incredible
future growth opportunities. Our senior management team and I look forward to
working side-by-side with Mark and his team to build a combined enterprise that
is stronger than what either of our companies could accomplish on its own."
"After extensive due diligence, we believe that merging with Brookdale is the
best path forward for our stakeholders. We believe it is a fair price for our
shareholders and we support the creation of a company that will be able to offer
a breadth and depth of services that will be unmatched in the industry,"
commented Frank Bumstead, Lead Director of American Retirement's Board of
Directors.
Upon completion of the transaction, Mark J. Schulte and W.E. Sheriff will become
co-Chief Executive Officers of the combined company.
The transaction is subject to customary closing conditions, including the
approval by the shareholders of American Retirement Corporation and clearance
under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is
targeted to close in the third quarter of 2006.
Goldman, Sachs & Co. acted as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP acted as legal advisor to Brookdale while Bear, Stearns & Co.
Inc. rendered an opinion to a special committee of the Brookdale board with
respect to the equity financing for the acquisition. Cohen & Steers Capital
Advisors, LLC acted as financial advisor and Bass, Berry & Sims PLC acted as
legal advisor to American Retirement Corporation.
A conference call to discuss the transaction will be held on Monday, May 15 at
11:00 AM EDT in conjunction with Brookdale's first quarter earnings call.
ABOUT BROOKDALE SENIOR LIVING
Brookdale Senior Living Inc. is a leading owner and operator of senior living
facilities throughout the United States. Brookdale is committed to providing an
exceptional living experience through properties that are designed,
purpose-built and operated to provide the highest-quality service, care and
living accommodations for residents. Brookdale owns and operates independent,
assisted and dementia-care facilities, with a total of 454 facilities in 32
states and the ability to serve approximately 34,900 residents.
ABOUT AMERICAN RETIREMENT CORPORATION
American Retirement Corporation is a national senior living and health care
services provider offering a broad range of care and services to seniors,
including independent living, assisted living, skilled nursing and Alzheimer's
care. Established in 1978, the company believes that it is a leader in the
operation and management of senior living communities, including independent
living communities, continuing care retirement communities, Free-standing AL's,
and the development of specialized care programs for residents with Alzheimer's
and other forms of dementia. The company's operating philosophy is to enhance
the lives of seniors by striving to provide the highest quality of care and
services in well-operated communities designed to improve and protect the
quality of life, independence, personal freedom, privacy, spirit, and dignity of
its residents. The company currently operates 82 senior living communities in 19
states, with an aggregate unit capacity of approximately 15,350 units and
resident capacity of approximately 17,100.
WHERE TO FIND ADDITIONAL INFORMATION ABOUT AMERICAN RETIREMENT CORPORATION,
BROOKDALE AND THE MERGER
American Retirement Corporation intends to file a proxy statement in connection
with the proposed merger. American Retirement Corporation shareholders should
read the proxy statement and other relevant materials when they become
available, because they will contain important information about American
Retirement Corporation, Brookdale and the proposed merger. In addition to the
documents described above, American Retirement Corporation and Brookdale file
annual, quarterly and current reports, proxy statements and other information
with the SEC. The proxy statement and other relevant materials (when they become
available), and any other documents filed with the SEC by American Retirement
Corporation or Brookdale are available without charge at the SEC's website, at
www.sec.gov, or from the companies' websites at http://www.arclp.com and
http://www.brookdaleliving.com, respectively.
American Retirement Corporation, Brookdale and their respective officers and
directors may be deemed to be participants in the solicitation of proxies from
American Retirement Corporation shareholders in connection with the proposed
merger. A description of certain interests of the directors and executive
officers of American Retirement Corporation is set forth in the American
Retirement Corporation proxy statement for its 2006 annual meeting
which was filed with the SEC on April 17, 2006. A description of certain
interests of the directors and officers of Brookdale is set forth in Brookdale's
proxy statement for its 2006 annual meeting, which was filed with the SEC on
April 21, 2006. Additional information regarding the interests of such potential
participants will be included in the definitive proxy statement and other
relevant documents to be filed with the SEC in connection with the proposed
merger.
FORWARD LOOKING LANGUAGE
Certain items in this press release may constitute forward-looking statements
made by Brookdale or American Retirement Corporation (collectively, the
"Companies") within the meaning of the Private Securities Litigation Reform Act
of 1995 including, but not necessarily limited to, statements relating to our
ability to close the acquisition, satisfaction of closing conditions, obtaining
consents, and the timing of the closing of the acquisition. Words such as
"expect(s)" and similar expressions are intended to identify such
forward-looking statements. These statements are based on management's current
expectations and beliefs and are subject to a number of factors that could lead
to actual results materially different from those described in the
forward-looking statements. The Companies can give no assurance that their
expectations will be attained. Factors that could cause actual results to differ
materially from the Companies' expectations include, but are not limited to,
whether conditions to the closing of the transaction will not be satisfied and
other risks detailed from time to time in the Companies' respective SEC reports.
Such forward-looking statements speak only as of the date of this press release.
The Companies expressly disclaim any obligation to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any
change in their expectations with regard thereto or change in events, conditions
or circumstances on which any statement is based.