Manor Care agrees to Carlyle buyout

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Manor Care Inc., a provider of short-term post-acute services and long-term care, said Monday its board has approved a takeover by private equity firm Carlyle Group, in an all-cash transaction valued at about $4.9 billion.

Under terms of the agreement, Manor Care shareholders will receive $67 in cash for each share owned at the close of the transaction.

Based on an April 30 share count of 73.2 million shares, the stock portion of the deal is valued at about $4.9 billion. Manor Care said the total purchase price is about $6.3 billion.

Manor Care said the deal follows a comprehensive review of strategic alternatives.

The price represents about a 3 percent premium to Manor Care’s Friday close at $65.29 and a 20 percent premium to Manor Care’s closing stock price of $55.75 on April 10, the day before the company said it would evaluate strategic alternatives.

“This transaction affords a significant cash premium to our shareholders while allowing the company to continue its strategic direction and commitment to quality care,” said Manor Care Chairman, President and Chief Executive Paul A. Ormond.

The acquisition will be financed through a combination of commercial mortgage-backed securities, other debt financing and equity provided by Carlyle.

Manor Care expects the deal to close in the fourth quarter of 2007, pending shareholder and regulatory approval, as well as other closing conditions.

Manor Care’s financial adviser is JPMorgan. Citi also provided some financial advisory services to the company’s board. Carlyle’s financial advisers are Morgan Stanley, Credit Suisse and Banc of America Securities.

Manor Care has more than 500 nursing and rehabilitation centers, assisted living facilities, outpatient rehabilitation clinics, and hospice and home care agencies. The company operates primarily under the Heartland, ManorCare Health Services and Arden Courts names.

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