ABP Acquisition Announces Tender Offer for up to 10M Shares of Common Stock of Five Star Quality Care (FVE)

October 3, 2016 8:13 AM EDT

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ABP Acquisition LLC today announced that it intends to make a cash tender offer for up to 10,000,000 shares of common stock of Five Star Quality Care, Inc. (Nasdaq: FVE) at a price of $3.00 per share. The offer price represents a 57% premium over FVE’s closing price of $1.91 per share on September 30, 2016, the last trading day prior to today's announcement, and represents a 34% premium over the average year to date closing trading prices of FVE shares of $2.24 per share. The number of shares ABP Acquisition LLC intends to offer to purchase in the tender offer represents approximately 20% of the outstanding shares of FVE common stock. The tender offer will be open to all FVE stockholders.

ABP ACQUISITION LLC’S OFFER WILL NOT BE SUBJECT TO A FINANCING CONDITION.

ABP Acquisition LLC is a wholly owned subsidiary of ABP Trust. Barry M. Portnoy and Adam D. Portnoy beneficially own ABP Trust and through ABP Trust they are the controlling stockholders of The RMR Group Inc. (Nasdaq: RMR). The RMR Group Inc., acting through its subsidiary The RMR Group LLC, provides management services to FVE. Barry Portnoy is a Managing Director of FVE. The Independent Directors of FVE approved the waiver of certain ownership restrictions in FVE’s governing documents to permit ABP Acquisition LLC to commence and complete the contemplated tender offer, and ABP Acquisition LLC and the shares it acquires in the tender offer will be subject to standstill and lockup restrictions for extended periods.

Once the tender offer is commenced, offering materials will be mailed to FVE stockholders and filed with the Securities and Exchange Commission (the “SEC”). FVE shareholders should read the offering materials when they become available, because they will contain important information.

The tender offer will be held open for at least 20 business days following its commencement, and tenders of shares must be made prior to the expiration of the tender offer period.



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