**SPECIAL BULLETIN: Beverly stockholders approve sale to private firm**

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Beverly Enterprises stockholders approved the sale of the nation's once largest nursing home chain to Pearl Senior Care this morning. The outcome was largely expected and ends a tumultuous 14-month period for Beverly that began with an unsolicited purchase offer and wound up forcing company management to auction the chain.

The auction process provided dramatic twists and turns throughout. Pearl, an affiliate of Fillmore Capital Partners LLC, swooped in for the purchase rights at $12.50 per share in December. It snatched the deal from North American Senior Capital, which had agreed to pay $13 per share but could not fulfill financing obligations. The "merger," which is valued at about $1.8 billion, is expected to close by March 15.

Beverly, which once held more than 1,000 nursing homes, has shrunk considerably in recent years. Today's deal involves its 345 nursing facilities, plus 18 assisted living centers, 66 hospice/home care centers under the AseraCare division, and the Aegis Therapies unit.

Fillmore officials have said they will not break up the nursing home business but rather decentralize control of individual facilities. They have not stated whether they would move headquarters from Fort Smith, AR.

North American Senior Care made it clear it would neither break up the chain nor move headquarters during its wrestling match with Formation Capital for Beverly purchasing honors last summer. North American's "winning" bid of $12.80 per share lasted only a few days. Formation, which had said it would sell off Beverly's service divisions and divide the nursing home operations, quickly raised the price to $12.90 before North American countered with $13.

Formation had first offered to buy Beverly in December 2004 for $11.50 per share. Beverly leaders turned down the offer and soon found themselves facing a hostile takeover attempt. When it became apparent that Formation had swayed enough stockholders to seat new members on the Beverly board, Beverly management opted to put the chain up for sale, staving off the coup attempt.