Genesis bidding war not about CEOs, Silva says

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The bidding escalation over Genesis HealthCare Corp. is not a struggle between executives' egos, the president and CEO of Fillmore Capital Partners LLC, told McKnight's on Tuesday.

"That's totally and unequivocally wrong and a conjecture," said Ron Silva, whose company has been engaged in a bidding battle with a private equity venture headed by Arnold Whitman since late April. "Arnie Whitman is welcome in my office at any time. This is not between Arnie and me. This is the issue of a board (Genesis') not respecting their shareholders and not treating my company fairly."

A joint venture between JER Partners and Whitman's Formation Capital established an agreement to purchase Genesis in January for $63 per share. In April, Fillmore offered a higher bid. Since then, the two bidders have countered each other's proposals numerous times.

Last week, Formation topped out at $67.50 per share, plus an escalator until the deal would close. Fillmore countered with $69 per share - in cash.

Fillmore affiliate Drumm Investors LLC in March filed a lawsuit contending that the Genesis board had breached its commitments to Drumm and its fiduciary duty to its shareholders. Drumm says it offered the winning bid for Genesis, but the board chose the second-place bidder, the Formation Capital joint venture, according to the suit. It then allegedly used Drumm's offer to elicit a comparable bid from the joint venture.

The Genesis management team, including Chairman and CEO George V. Hager and CFO Jim McKeon lobbied against the Drumm offer, according to the suit, because "they believe they could cut a better deal for themselves with Formation Capital."

"We're a very hard driving company that is trying to improve the industry, and we work very hard here and that scares people," Silva said.

The Genesis board since April has continued to endorse Formation's bid. Shareholders are set to vote on the Genesis board's recommendation Friday.

More on Silva's views and the battle to acquire Genesis will be featured in the next issue of McKnight's Long-Term Care News.