Exhibit 99.1
Beverly Enterprises Provides
Stockholders With Update On Sale Process;
Multiple Parties Already Accessing Online Data Room
FORT SMITH, Ark.--(BUSINESS WIRE)--April 5, 2005--Beverly
Enterprises, Inc. ("BEI") (NYSE:BEV) today sent the following letter
to its stockholders as an update on its progress in the process to
sell the company, announced on March 22, 2005:
April 5, 2005
Dear Fellow Stockholder:
Your Board is committed to maximizing the value of your
investment in BEI through a sale of the company as soon as
practicable in a fair, open and transparent auction that
encourages the participation of all qualified parties. This
process, which is being actively overseen by the independent
members of your Board, is well under way.
You should know that:
-- Interest in the auction is robust. Our financial advisors,
Lehman Brothers and JPMorgan, have received requests for
information in connection with a possible purchase of BEI
from more than a dozen parties. We have signed
confidentiality agreements with a number of potential
bidders, and are in the process of doing so with several
others;
-- To allow potential bidders who have signed confidentiality
agreements the opportunity to "hit the ground running" in
performing due diligence, we established an online data
room that became operational on April 4, 2005, and which
multiple parties are already accessing;
-- We can assure you that, in order to both deliver the right
transaction at the right price and complete this sale
process as expeditiously as possible, we have put in place
a compensation schedule for our financial advisors that we
believe provides strong incentives for them to facilitate
a value maximizing transaction as soon as possible. As the
total enterprise value of a transaction increases, the
total compensation to our financial advisors increases.
Accordingly, we believe that our financial advisors are
and will continue to be sufficiently incentivized to bring
about a transaction that maximizes value for our
stockholders.
To ensure maximum accountability in pursuing an effective sale
process, your Board has voted to hold a special meeting of
stockholders six months following the upcoming April 21, 2005,
annual meeting, if requested by beneficial owners of at least 20%
our common stock. This will allow BEI's stockholders to replace
the Board next October if they are not satisfied with the
progress that has been made.
Importantly, your Board strongly believes that it - and not an
outside party, such as the Whitman/Appaloosa group - is best
qualified to run an effective, open and fair sale process.
PROTECT YOUR INVESTMENT
SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY
CARD TODAY
As we move forward, we will continue to provide you with updates
of important new developments. In the meantime, your support
remains essential to an effective and expeditious sale process.
Please sign, date and return the enclosed WHITE proxy card today.
Thank you for your continued support.
On behalf of the Board of Directors,
William R. Floyd
Chairman, President and Chief Executive Officer
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If you have any questions or need further assistance in voting, please
contact:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
Stockholders call (877) 278-4793
(toll-free in the United States and Canada)
Banks and Brokers call (212) 440-9800 (collect)
INNISFREE M&A INCORPORATED
Stockholders call (877) 825-8730
(toll-free in the United States and Canada)
Banks and Brokers call (212) 750-5833 (collect)
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IMPORTANT INFORMATION
On March 15, 2005, Beverly Enterprises, Inc. ("BEI") filed a
definitive proxy statement with the Securities and Exchange Commission
relating to BEI's solicitation of proxies with respect to its 2005
annual meeting of stockholders. BEI URGES INVESTORS AND SECURITY
HOLDERS TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION (INCLUDING INFORMATION REGARDING THE NAMES, AFFILIATION
AND INTERESTS OF INDIVIDUALS WHO MAY BE DEEMED PARTICIPANTS IN THE
SOLICITATION OF PROXIES). You may obtain BEI's proxy statement, any
amendments or supplements to the proxy statement and other relevant
documents free of charge at www.sec.gov. You may also obtain a free
copy of BEI's proxy statement, any amendments and supplements to the
proxy statement and other relevant documents by writing to Beverly
Enterprises, Inc. at One Thousand Beverly Way, Fort Smith, Arkansas
72919, Attn: Investor Relations or at www.beverlycorp.com under the
tab "Investor Information" and then under the heading "SEC Filings".
FORWARD LOOKING STATEMENTS
The statements in this document relating to matters that are not
historical facts are forward-looking statements based on management's
beliefs and assumptions using currently available information and
expectations as of the date hereof. Forward-looking statements are not
guarantees of future performance and involve certain risks and
uncertainties, including the risks and uncertainties detailed from
time to time in BEI's filings with the Securities and Exchange
Commission. In addition, our results of operations, financial
condition and cash flows also may be adversely impacted by the
unsolicited indication of interest in an acquisition of BEI by
Appaloosa Management, LP, Franklin Mutual Advisors, LLC, Formation
Capital, LLC and Northbrook NBV, LLC, and related actions taken by
this group, including the nomination of candidates for election to
BEI's board of directors. These actions may impact our ability to
attract and retain customers, management and employees and may result
in the incurrence of significant advisory fees, litigation costs and
other expenses. Although BEI believes that the expectations reflected
in such forward-looking statements are reasonable, it cannot give any
assurances that these expectations will prove to be correct. BEI
assumes no duty to publicly update or revise such statements, whether
as a result of new information, future events or otherwise.
BEI, through its operating subsidiaries, is a leading provider of
healthcare services to the elderly in the United States. BEI currently
operates 346 skilled nursing facilities, as well as 18 assisted living
centers, and 56 hospice and home care centers. Through Aegis
Therapies, BEI also offers rehabilitative services on a contract basis
to facilities operated by other care providers.
CONTACT: Beverly Enterprises, Inc., Fort Smith
Investor Contact:
James M. Griffith, 479-201-5514
or
News Media Contact:
Blair C. Jackson, 479-201-5263