Beverly board entertaining offers for company after declaring open auction

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Leaders of Beverly Enterprises Inc. said Tuesday they were putting the company up for auction, switching strategies in an effort to win a planned proxy battle at their April annual meeting.

The dramatic announcement by Beverly President and CEO William Floyd means that the company's existing leadership will likely oversee any sale of the company, according to company officials, who claimed at least a partial victory Tuesday. The day's events were precipitated by a hostile takeover attempt by an investment group led by Formation Capital Chief Executive Arnold Whitman.

Formation, which has said it would carve up the nation's largest nursing home chain into regional units, still may emerge as the winning bidder. But other entities have already expressed interest in making a possible bid, according to a Beverly spokesman. Formation did not respond to a request for comment Tuesday.

There is a 50-50 chance that Beverly's own management team will make a bid to buy the company, said Steve Monroe, editor of the SeniorCare Investor. "If Beverly management decides to take a run and go private, they would keep the company whole," he said.

James Kumpel, senior vice president of health care services at Friedman Billings Ramsey, on Tuesday placed the value of the company $12 a share. That's slightly less than Tuesday's trading value but also higher than Formation's $11.50 bid.

"Honestly, it's much more of a speculative game at this point," Kumpel said. "So it's not like all fundamental research is out the window, but it's much more of a speculative environment."

Beverly's board opted to sell as a result of a rapid change in its shareholder base to short-term investors that occurred after Formation announced its bid in February, Floyd told employees. Some powerful institutional long-term investors totally sold off their millions of shares, further indicating management should pursue a new strategy, Floyd added.

Interested parties will be able to start examining Beverly's books for the first time in the coming months. In a further effort to win over shareholders, Beverly management, who changed the company's name to BEI this year, also said they would hold a special proxy meeting in October to allow the election of a new board if shareholders were not satisfied with the way the auction was proceeding.