It seemed to be a difficult third quarter for Diversicare Healthcare Services, at least operationally, when it reported drops in its NOI, EBITDA, patient revenue and its Medicare, private pay and hospice average daily census when compared with the third quarter of 2020.
But the planned merger with DAC Acquisition LLC, a privately held Delaware limited liability company managed by Ephram Lahasky and owning/leasing 100 skilled nursing and similar facilities in over 20 states, is still on track to close later this quarter. The price is for $10.10 per share in cash, or a premium of approximately 256% to the closing price of $2.84 for Diversicare’s common stock on August 19, 2021, the last trading day prior to the announcement of the DAC Acquisition LLC acquisition proposal. Diversicare’s board of directors already approved the merger, and a special meeting of the stockholders will be held on November 18, 2021, to vote on it.
However, the agreement still includes a “go-shop” period, during which Diversicare and its board of directors may actively solicit, receive, evaluate, and potentially enter negotiations with parties that offer alternative proposals during a 35-day period following the execution date of the definitive agreement. A higher offer is unlikely. Brentwood Capital Advisors LLC is acting as financial advisor and Bass Berry & Sims is acting as legal counsel to Diversicare.
