Senior Star Management to Tender Up to 10M Five Star Quality Care (FVE) Shares at $3.45/Share

October 13, 2016 9:10 AM EDT

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Senior Star Management Company issued a statement in response to the $3.00 per share tender offer for up to 10,000,000 shares of Five Star Quality Care, Inc. (Nasdaq: FVE) commenced on October 6, 2016 by ABP Acquisition LLC, an entity controlled by Barry M. Portnoy and Adam D. Portnoy. Senior Star announced that it intends to commence a tender offer through an affiliated entity for up to 10,000,000 shares of the Company's common stock in the coming days at a price of $3.45 per share in cash and urges FVE shareholders take no action at this time in response to the Portnoy's inferior $3.00 per share offer.

Senior Star's statement:

"We have closely monitored the recent events at Five Star relating to the $3.00 per share tender offer launched by an entity owned by Barry Portnoy and Adam Portnoy for up to 10,000,000 shares of the Company's common stock. We are encouraged by the precedent set by Five Star's independent Board members in waiving certain ownership restrictions and granting certain approvals in order to clear the way for the Portnoy's tender offer.

In the coming days, Senior Star will be commencing a tender offer through an affiliated entity to acquire up to 10,000,000 shares of FVE's common stock at a price of $3.45 per share in cash. Senior Star's interests are truly aligned with the interests of all shareholders in providing fair value for any shareholders who may be seeking liquidity for their investment, on the one hand, while continuing to seek to take steps to improve the Company's corporate governance and strategic direction to drive shareholder value creation for long-term holders, on the other hand. We expect Five Star's independent directors to work with us in good faith to take whatever steps may be necessary for Senior Star to be granted similar exceptions and approvals that may be required for us to complete our offer."

William F. Thomas and Robert D. Thomas, co-founders of Senior Star Management Company, and certain donor-advised charitable funds, collectively may be deemed to beneficially own approximately 3.36 million shares of Five Star Quality Care, Inc., or approximately 6.8% of the shares outstanding.



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