Exhibit (a)(1)(Q)
FOR IMMEDIATE RELEASE
Contact: Shari Eastwood
Telephone Number: (866) 275-3707
ARVP II ACQUISITION, L.P. EXTENDS OFFER FOR
AMERICAN RETIREMENT VILLAS PROPERTIES II
-- AT PURCHASE PRICE OF $350 PER UNIT --
UNTIL JULY 23, 2004
COSTA MESA, C.A. - (BUSINESS WIRE) - July 12, 2004 - ARV II Acquisition, L.P.
(the "Purchaser") announced today that it has extended the expiration date of
its offer to purchase all of the limited partnership units (other than units
owned by ARV Assisted Living, Inc. or its affiliates) of American Retirement
Villas Properties II, a California limited partnership, (the "Partnership"), and
the related consent solicitation to 11:59 p.m. Eastern time, on July 23, 2004,
unless further extended (the "Expiration Date"). The offer and the related
consent solicitation are each being made pursuant to the Purchaser's Offer to
Purchase and Consent Solicitation Statement, dated March 24, 2004 (the "Offer to
Purchase").
If the offer and consent solicitation are further extended, the Purchaser will
issue a press release no later than 9:00 a.m., Eastern time, on the next
business day after the day on which the offer and consent solicitation were
previously scheduled to expire.
The Purchaser has offered to purchase all the units (other than units held by
ARV Assisted Living, Inc. or its affiliates) for a purchase price of $350 per
unit in cash, less the amount of any cash distributions made or declared with
respect to the units on or after March 24, 2004, in accordance with the terms of
the Offer to Purchase. The related consent solicitation would allow the
Purchaser to effect a merger pursuant to which each unit (other than units held
by ARV Assisted Living, Inc. or its affiliates) not validly tendered in the
offer or withdrawn would be converted into the right to receive $350 per unit,
as more fully described in the Offer to Purchase. ARV Assisted Living, Inc., the
general partner of the Partnership, directly or indirectly wholly-owns the
Purchaser, and is a wholly-owned subsidiary of Atria Senior Living Group, Inc.
ARV Assisted Living, Inc. also owns approximately 52.5% of the limited
partnership units of the Partnership.
As of July 7, 2004, approximately 6911.3 units, or approximately 41.4% of all
outstanding units (other than units held by ARV Assisted Living, Inc. or its
affiliates) had been validly tendered and not withdrawn. Approximately 91.6% of
the unitholders who have voted on the proposal to effect the merger to date have
consented to the terms of the merger.
Unitholders who wish to receive the $350 per unit offer price must complete the
Agreement of Assignment and Transfer previously sent to unitholders in
accordance with the Offer to Purchase and deliver it to the Purchaser's
information agent to the attention of American Retirement Villas Properties II,
c/o ACS Securities Services, Inc., 3988 N. Central Expressway, Building 5, 6th
Floor, Dallas, Texas 75204 (Tel. (866) 275-3707), on or before 11:59 p.m.,
Eastern time, on July 23, 2004, unless the offer is further extended.
Unitholders who wish to consent to the proposal to effect the merger as
described in the Offer to Purchase must complete their Consent Forms in
accordance with the Offer to Purchase and deliver them to the same address
listed above on or before 11:59 p.m., Eastern time, on July 23, 2004, unless the
offer is further extended.
Unitholders who have any questions about the Purchaser's offer and/or consent
solicitation, need help or would like additional copies of the Offer to
Purchase, the Agreement of Assignment and Transfer, the Consent Form or any
other documents disseminated to unitholders should contact ACS Securities
Services, Inc. at the number above.
THE PURCHASER STRONGLY ADVISES ALL PARTNERSHIP UNITHOLDERS TO READ THE OFFER TO
PURCHASE, THE AGREEMENT OF ASSIGNMENT AND TRANSFER AND THE CONSENT FORM THAT THE
PURCHASER MAILED TO ALL UNITHOLDERS, AS WELL AS ITS SCHEDULE TO AND SCHEDULE
14A, WITH EXHIBITS AND THEIR AMENDMENTS, THAT HAVE BEEN FILED WITH THE SEC.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
PURCHASE ANY UNITS, THE SOLICITATION OF AN OFFER TO SELL ANY UNITS, THE
SOLICITATION OF THE CONSENT OF ANY LIMITED PARTNER OR A RECOMMENDATION TO ANY
UNITHOLDER TO TAKE ANY ACTION WITH RESPECT TO ANY OFFER. THE SOLICITATION AND
OFFER TO BUY UNITS OF THE PARTNERSHIP AND THE SOLICITATION OF UNITHOLDER
CONSENTS ARE BEING MADE PURSUANT TO THE OFFER TO PURCHASE, THE AGREEMENT OF
ASSIGNMENT AND TRANSFER, THE CONSENT FORM AND RELATED MATERIALS THAT THE
PURCHASER HAS SENT TO UNITHOLDERS AND FILED WITH THE SEC. THE PURCHASER STRONGLY
ADVISES ALL UNITHOLDERS TO READ SUCH MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING RISK FACTORS AND THE TERMS AND CONDITIONS OF
THE OFFER AND THE CONSENT SOLICITATION. UNITHOLDERS MAY OBTAIN COPIES OF THESE
MATERIALS FOR FREE FROM THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM THE INFORMATION
AGENT, ACS SECURITIES SERVICES, INC., AT (866) 275-3707 (TOLL-FREE). INFORMATION
RELATING TO THE PARTICIPANTS IN THE OFFER AND CONSENT SOLICITATION IS CONTAINED
IN THE OFFER TO PURCHASE.
Certain statements in this press release may constitute forward-looking
statements. Forward-looking statements are not guarantees of future performance
or actions and involve risks and uncertainties and other factors that may cause
actual results or actions to differ materially from those anticipated at the
time the forward-looking statements are made. Subject to Rules 13e-3(d)(2),
13e-3(f)(i)(iii) and 13d-3(b) of the Exchange Act, neither the Purchaser nor any
of its affiliates undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.