Brookdale Senior Living Stockholders Approve Merger with Emeritus Corporation

Brookdale Senior Living Stockholders Approve Merger with Emeritus Corporation

PR Newswire

NASHVILLE, Tenn., July 10, 2014

NASHVILLE, Tenn., July 10, 2014 /PRNewswire/ --Brookdale Senior Living Inc.
(NYSE: BKD) ("Brookdale" or the "Company") announced today the results of its
special meeting of stockholders held earlier this morning. Pursuant to
Brookdale's previously announced merger agreement with Emeritus Corporation
(NYSE: ESC) ("Emeritus"), Brookdale stockholders voted to approve an amendment
to its certificate of incorporation and the issuance of Brookdale common stock
to Emeritus stockholders in the merger.

Andy Smith, Chief Executive Officer of Brookdale, said, "We are pleased that
our stockholders have overwhelmingly approved of creating this country's
premier senior living solutions company. With integration planning now well
underway, we believe more than ever that the combined company will deliver the
best, high quality solutions for the growing demographic of aging seniors and
their families. We are working now to finalize state-level regulatory
approvals and other customary closing conditions to complete this transaction
quickly so that we can deliver on our plans for long-term growth and value
creation."

Emeritus' special meeting of stockholders to approve the merger agreement will
be held on July 10, 2014, at 2:00 p.m., Pacific Time. The transaction is
expected to close in the third quarter of 2014.

About Brookdale Senior Living

Brookdale Senior Living Inc. is a leading owner and operator of senior living
communities throughout the United States. The Company is committed to
providing senior living solutions within properties that are designed,
purpose-built and operated to provide the highest-quality service, care and
living accommodations for residents. Currently Brookdale operates independent
living, assisted living, and dementia-care communities and continuing care
retirement centers, with 647 communities in 36 states and the ability to serve
approximately 66,000 residents. Through its ancillary services program, the
Company also offers a range of outpatient therapy, home health, personalized
living and hospice services. After its pending merger with Emeritus
Corporation, Brookdale will operate over 1,150 communities in 46 states with
the capacity to serve over 112,000 residents.

Forward Looking Statements

Certain items in this press release and statements made by or on behalf of
Brookdale Senior Living relating hereto (including statements with respect to
the proposed merger) may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Those
forward-looking statements are subject to various risks and uncertainties.
Forward-looking statements are generally identifiable by use of
forward-looking terminology such as "may," "will," "should," "potential,"
"intend," "expect," "endeavor," "seek," "anticipate," "estimate,"
"overestimate," "underestimate," "believe," "could," "would," "project,"
"predict," "continue," "plan" or other similar words or expressions. Although
we believe the expectations reflected in any forward-looking statements are
based on reasonable assumptions, we can give no assurance that our
expectations will be attained and actual results could differ materially from
those projected. Factors which could have a material adverse effect on our
operations and future prospects or which could cause events or circumstances
to differ from the forward-looking statements include, but are not limited to,
the risk associated with the current global economic situation and its impact
upon capital markets and liquidity; changes in governmental reimbursement
programs; our inability to extend (or refinance) debt (including our credit
and letter of credit facilities) as it matures; the risk that we may not be
able to satisfy the conditions precedent to exercising the extension options
associated with certain of our debt agreements; events which adversely affect
the ability of seniors to afford our monthly resident fees or entrance fees;
the conditions of housing markets in certain geographic areas; our ability to
generate sufficient cash flow to cover required interest and long-term
operating lease payments; the effect of our indebtedness and long-term
operating leases on our liquidity; the risk of loss of property pursuant to
our mortgage debt and long-term lease obligations; the possibilities that
changes in the capital markets, including changes in interest rates and/or
credit spreads, or other factors could make financing more expensive or
unavailable to us; our determination from time to time to purchase any shares
under the repurchase program; our ability to fund any repurchases; our ability
to effectively manage our growth; our ability to maintain consistent quality
control; delays in obtaining regulatory approvals; the risk that we may not be
able to expand, redevelop and reposition our communities in accordance with
our plans; our ability to complete acquisitions and integrate them into our
operations; competition for the acquisition of assets; our ability to obtain
additional capital on terms acceptable to us; a decrease in the overall demand
for senior housing; our vulnerability to economic downturns; acts of nature in
certain geographic areas; terminations of our resident agreements and
vacancies in the living spaces we lease; early terminations or non-renewal of
management agreements; increased competition for skilled personnel; increased
union activity; departure of our key officers; increases in market interest
rates; environmental contamination at any of our facilities; failure to comply
with existing environmental laws; an adverse determination or resolution of
complaints filed against us; the cost and difficulty of complying with
increasing and evolving regulation; risks relating to the proposed merger,
including in respect of the satisfaction of closing conditions to the proposed
merger; unanticipated difficulties and/or expenditures relating to the
proposed merger; the risk that regulatory approvals required for the proposed
merger are not obtained or are obtained subject to conditions that are not
anticipated; uncertainties as to the timing of the proposed merger; litigation
relating to the proposed merger; the impact of the transaction on
relationships with residents, employees and third parties; and the inability
to obtain, or delays in obtaining cost savings and synergies from the proposed
merger; as well as other risks detailed from time to time in our filings with
the Securities and Exchange Commission, including our Annual Report on Form
10-K and Quarterly Reports on Form 10-Q. We expressly disclaim any obligation
to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in our expectations with regard thereto
or change in events, conditions or circumstances on which any statement is
based.

Additional Information and Where to Find It

In connection with the proposed merger, the Company has filed with the SEC a
Registration Statement on Form S-4 that includes a joint proxy statement of
the Company and Emeritus that also constitutes a prospectus of the Company, as
well as other relevant documents concerning the proposed merger. The
Registration Statement was declared effective by the SEC on June 5, 2014.
Emeritus and the Company first mailed the joint proxy statement/prospectus to
their respective stockholders on or about June 9, 2014. STOCKHOLDERS ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A
free copy of the joint proxy statement/prospectus and other filings containing
information about the Company and Emeritus may be obtained at the SEC's
Internet site (http://www.sec.gov). You are also able to obtain these
documents, free of charge, from the Company at www.brookdale.comunder the
heading "About Brookdale / Investor Relations" or from Emeritus at
www.emeritus.comunder the heading "Investor Relations."

The Company and Emeritus and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
Company's and Emeritus' stockholders in connection with the proposed merger.
Information about the directors and executive officers of the Company and
their ownership of Company Common Stock is set forth in the Company's
Definitive Proxy Statement on Schedule 14A, as filed with the SEC on June 6,
2014. Information about the directors and executive officers of Emeritus and
their ownership of Emeritus Common Stock is set forth in Emeritus' Annual
Report on Form 10-K/A, as filed with the SEC on April 30, 2014. Additional
information regarding the interests of those participants and other persons
who may be deemed participants in the proposed merger may be obtained by
reading the joint proxy statement regarding the proposed merger. Free copies
of this document may be obtained as described in the preceding paragraph. This
press release shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

SOURCE Brookdale Senior Living Inc.

Website: http://www.brookdaleliving.com
Contact: Brookdale Senior Living, Investors: Ross Roadman, (615) 564-8104,
rroadman@brookdale.com; Media: Julie Davis (615) 564-8225,
jkdavis@brookdale.com
 
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