Fillmore bid wins recommendation of Genesis board

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A joint venture still has an opportunity to make a counter proposal after a rival bidder finally won the recommendation of the board of Genesis HealthCare Corp.

Fillmore Capital Partners LLC issued a "superior" bid of $69.25 per share for Genesis, the nursing home chain disclosed late Tuesday. The board by a majority vote is recommending that bid, even after a joint venture between affiliates of Formation Capital LLC and JER Partners had amended its existing merger agreement with the chain to $68.15 from a prior proposal of $67.50, Genesis said that same day. Both bids would increase in price if the deals do not close by a certain date.

Genesis said Tuesday the board issued to the Formation Capital joint venture notice of its intention to terminate the merger agreement. The notice is subject to a four calendar day waiting period, during which the Formation group has the opportunity to make a counter proposal. If no counter proposal is made, or it is less favorable than the Fillmore proposal, Genesis could then terminate the Formation joint venture agreement. It also will have to pay a $15 million termination fee to Formation/JER.

The Formation Capital joint venture and Fillmore have been engaged in a fierce bidding struggle since late April to acquire Genesis. Shareholders were expected to vote today on Formation's prior offer of $67.50. A vote has been postponed until Wednesday, May 30.