Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by AlerisLife Inc., a Maryland
corporation (the "Company"), on February 2, 2023, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with ABP Acquisition 2 LLC
("Purchaser"), a Maryland limited liability company and a wholly-owned
subsidiary of ABP Acquisition LLC ("ABP"). Pursuant to the Merger Agreement, and
upon the terms and subject to the conditions thereof, on February 17, 2023,
Purchaser commenced a tender offer (the "Offer") to acquire all of the issued
and outstanding shares (the "Shares") of common stock, par value $0.01 per
share, of the Company (other than Shares held by ABP, Purchaser, any other
direct or indirect wholly owned subsidiary of ABP or any person that owns,
directly or indirectly, all of the outstanding equity interests of Purchaser) at
a price of $1.31 per Share, net to the seller in cash, without interest, and
subject to any applicable withholding of taxes (the "Offer Price").
At one minute after 11:59 p.m., Eastern Time, on March 17, 2023, the Offer
expired. Equiniti Trust Company, in its capacity as depository for the Offer
(the "Depository"), advised Purchaser that, as of the expiration of the Offer, a
total of 22,375,687 Shares were tendered and not validly withdrawn pursuant to
the Offer, representing approximately 66.9% of the Shares outstanding as of the
expiration of the Offer. In addition, the Depository advised Purchaser that
Notices of Guaranteed Delivery have been delivered with respect to 368,756
additional Shares, representing approximately 1.1% of the Shares outstanding as
of the expiration of the Offer. Each condition to the Offer was satisfied or
waived, and Purchaser irrevocably accepted for payment all Shares that were
validly tendered and not validly withdrawn.
On March 20, 2023, following consummation of the Offer, Purchaser merged with
and into the Company (the "Merger"), with the Company as the surviving
corporation (the "Surviving Corporation"). The Merger was completed pursuant to
Section 3-106.1 of the Maryland General Corporation Law (the "MGCL"), with no
meeting or vote of the Company's stockholders required to consummate the Merger.
At the effective time of the Merger (the "Effective Time"), each issued and
outstanding Share (other than Shares held by ABP, Purchaser, or any other direct
or indirect wholly owned subsidiary of ABP or Purchaser) was converted into the
right to receive $1.31 in cash, without any interest thereon and subject to any
withholding of taxes.
In addition, immediately prior to the Effective Time, each award of Shares
then-outstanding and subject to vesting or forfeiture restrictions (each, a
"Company Share Award") became fully vested and non-forfeitable. At the Effective
Time, each Share subject to a Company Share Award (other than any Shares held
immediately prior to the Effective Time by ABP, Purchaser, or any other direct
or indirect wholly owned subsidiary of ABP or any person that owns, directly or
indirectly all of the outstanding equity interests of Purchaser) was cancelled
and converted into the right to receive an amount in cash equal to the Offer
Price, without any interest thereon and subject to any withholding of taxes.
The foregoing summary of the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to
the Current Report on Form 8-K filed with the SEC by the Company on February 3,
2023 and incorporated herein by reference.
On March 20, 2023, ABP issued a press release announcing the expiration and
results of the Offer. The full text of the press release is attached as
Exhibit 99.1 hereto.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company (i) notified the
Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and
(ii) requested that Nasdaq (x) halt trading in the Shares following market close
on the evening of March 17, 2023, and suspend trading of the Shares effective as
of the morning of March 20, 2023, prior to market open, and (y) file with the
SEC a Notification of Removal from Listing and/or Registration on Form 25 to
delist and deregister the Shares under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The Company intends to file with
the SEC a Certification and Notice of Termination of Registration on Form 15
under the Exchange Act, requesting that the Company's reporting obligations
under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Items 1.01, 3.01 and 5.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
Upon the Effective Time, the Company became a wholly owned subsidiary of ABP.
The information contained in Items 1.01, 5.02 and 5.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger, at the Effective Time, Barbara D. Gilmore,
Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche
resigned as directors of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the
Company's amended and restated articles of incorporation were amended and
restated in their entirety (the "Amended Articles of Incorporation"), and the
Company's amended and restated bylaws were amended and restated in their
entirety (the "Amended Bylaws").
Copies of the Amended Articles of Incorporation and Amended Bylaws are filed as
Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement and Plan of Merger, among AlerisLife Inc., ABP
Acquisition LLC, and ABP Acquisition 2 LLC, dated as of February 2,
2023 (incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on February 2, 2023)
3.1 Articles of Amendment and Restatement of the Company (filed
herewith)
3.2 Amended and Restated Bylaws of the Company (filed herewith)
99.1 Press Release, dated March 20, 2023 (filed herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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