NEWS RELEASE
FOR IMMEDIATE RELEASE Contact Emeritus: Raymond Brandstrom
July 24, 2003 Chief Financial Officer
(206) 298-2909
US BANKRUPTCY COURT APPROVES EMERITUS BID TO ACQUIRE ALTERRA
SEATTLE, WA, JULY 24, 2003 -- Emeritus Assisted Living (AMEX: ESC) (Emeritus
Corporation), a national provider of assisted living and related services to
senior citizens, announced today that the United States Bankruptcy Court for the
District of Delaware approved a Merger Agreement which provides that an entity
controlled by Emeritus Corporation, with capital from an affiliate of Fortress
Investment Group LLC, will acquire Alterra Healthcare Corporation ("Alterra")
upon the closing of the merger. The total consideration provided under the
Merger Agreement, subject to certain adjustments, is $76 million. Emeritus has
guaranteed $6.9 million of such closing consideration. The transaction is
conditioned on, among other things, confirmation of Alterra's Chapter 11 Plan of
Reorganization and the receipt of regulatory approvals, and is expected to close
in the fourth quarter of this year. The Merger Agreement, approved by the
Bankruptcy Court yesterday, was selected as the winning bid at an auction held
in Delaware on July 17, 2003.
ABOUT THE COMPANY
Emeritus Assisted Living is a national provider of assisted living and related
services to seniors. Emeritus is one of the largest developers and operators of
freestanding assisted living communities throughout the United States. These
communities provide a residential housing alternative for senior citizens who
need help with the activities of daily living with an emphasis on assistance
with personal care services to provide residents with an opportunity for support
in the aging process. Emeritus currently holds interests in 174 communities
representing capacity for approximately 18,000 residents in 33 states.
Emeritus's common stock is traded on the American Stock Exchange under the
symbol ESC, and its home page can be found on the Internet at www.emeritus.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: A number of the matters and subject areas discussed in this report that
are not historical or current facts deal with potential future circumstances,
operations, and prospects. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from our actual future
experience as a result of such factors as: the effects of competition and
economic conditions on the occupancy levels in our communities; our ability
under current market conditions to maintain and increase our resident charges in
accordance with rate enhancement programs without adversely affecting occupancy
levels; increases in interest rates that would increase costs as a result of
variable rate debt; our ability to control community operation expenses,
including insurance and utility costs, without adversely affecting the level of
occupancy and the level of resident charges; our ability to generate cash flow
sufficient to service our debt and other fixed payment requirements; our ability
to find sources of financing and capital on satisfactory terms to meet our cash
requirements to the extent that they are not met by operations; and making
satisfactory arrangements for the continued operation of the Emeritrust
communities beyond June 30, 2003, when our management agreements for those
communities expire. We have attempted to identify, in context, certain of the
factors that we currently believe may cause actual future experience and results
to differ from our current expectations regarding the relevant matter or subject
area. These and other risks and uncertainties are detailed in our reports filed
with the Securities and Exchange Commission (SEC), including our Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q.