ABP Acquisition LLC submitted a a non-binding proposal to acquire the remaining 93.7% stake in AlerisLife Inc. (NasdaqCM:ALR) from Diversified Healthcare Trust (NasdaqGS:DHC) and others for $29.9 million on December 22, 2022. ABP Acquisition LLC entered into an agreement to acquire the remaining 93.7% stake in AlerisLife Inc. (NasdaqCM:ALR) from Diversified Healthcare Trust (NasdaqGS:DHC) and others for $41.2 million on February 2, 2023. Under the terms of the proposal, ABP Acquisition will commence a tender offer to acquire all of the outstanding shares of AlerisLife at a price of $0.95 per share in cash.

Under the terms of the transaction, ABP Acquisition will commence a tender offer to acquire all of the outstanding shares of AlerisLife at a price of $1.31 per share in cash. Post the transaction ABP Acquisition, ABP Trust and Adam D. Portnoy who currently own 6.1% stake of AlerisLife will own 100%. The transaction is subject to among other things, a number of shares being tendered in the tender offer that, together with the shares owned by ABP and its affiliates, represent a majority of ALR shares.

Diversified Healthcare Trust which holds approximately 31.9% of the outstanding shares of ALR common stock, has also consented to the transaction and has agreed to tender all of the 10,691,658 shares of common stock of AlerisLife it owns in the tender offer. Based on the recommendation of the special committee of Board, the Board of Directors of AlerisLife have unanimously approved the transaction. The transaction is expected to be completed in the first quarter of 2023.

Faiz Ahmad of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to ABP Acquisition. Zachary Blume, Aileen Kim, Matt McGinnis, Tim Farrell, Renata Ferrari, Benjamin Rogers, Elizabeth Whitkin and Suni Sreepada of Ropes & Gray LLP acted as legal advisor to AlerisLife. Citigroup Global Markets Inc. acted as financial advisor to AlerisLife and provided fairness opinion to the Special Committee of AlerisLife.

MacKenzie Partners, Inc. acted as information agent while Equiniti Trust Company acted as depository bank to AlerisLife. Sullivan & Worcester LLP acted as legal advisor to DHC.