8-K
filed March 20, 2023, 7:59 PM ET
CIK 0001159281
M&A
confidence high
sentiment neutral
materiality 1.00
AlerisLife Inc.: M&A transaction — AlerisLife completes $1.31/share take-private merger with ABP; shares delisted
AlerisLife Inc.
- Tender offer expired March 17; 22.4M shares (66.9% outstanding) tendered at $1.31 cash per share.
- Merger closed March 20; all remaining shares converted to $1.31 cash; AlerisLife is now wholly owned by ABP.
- Offer price represents an 85% premium to 30-day average trading price prior to announcement.
- Shares of ALR common stock ceased trading on Nasdaq; company to file Form 15 to suspend SEC reporting.
- All directors (Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, Donna D. Fraiche) resigned effective at merger close.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara D. Gilmore resigned as Director at AlerisLife Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer B. Clark resigned as Director at AlerisLife Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerard M. Martin resigned as Director at AlerisLife Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce M. Gans resigned as Director at AlerisLife Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donna D. Fraiche resigned as Director at AlerisLife Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AlerisLife Inc.: Amended and restated articles of incorporation in their entirety.
- Change
- charter amendment
Exact text from the filing
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”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AlerisLife Inc.: Amended and restated bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
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”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AlerisLife Inc. underwent a change of control involving ABP for $1.31 per Share in cash (closed 2023-03-20).
- Action
- change of control
- Counterparty
- ABP
- Consideration
- $1.31 per Share in cash
- Closing
- 2023-03-20
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AlerisLife Inc. entered into Agreement and Plan of Merger with ABP Acquisition 2 LLC (effective 2023-02-02).
- Action
- entry
- Agreement
- merger
- Counterparty
- ABP Acquisition 2 LLC
- Effective
- 2023-02-02
Exact text from the filing
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”).
View on SEC.gov
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