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The Carlyle Group to Take Manor Care, Inc. Private for $67.00 per Share for a Total Value of $6.3 Billion


Manor Care, Inc. (NYSE:HCR) announced today that following a comprehensive review of strategic alternatives, its Board of Directors has approved a transaction with global private equity firm The Carlyle Group to take the company private in an all cash transaction valued at approximately $6.3 billion. Under terms of the agreement, at the close of the transaction, Manor Care shareholders will receive $67.00 in cash for each share of common stock owned. This represents a 20 percent premium to Manor Care’s closing stock price of $55.75 on April 10, 2007, prior to the company’s April 11th announcement it would evaluate strategic alternatives.

“The Board of Directors and our financial advisors thoroughly evaluated a wide range of strategic alternatives to maximize shareholder value,” said Paul A. Ormond, Chief Executive Officer, Chairman and President. “Partnering with top tier firm Carlyle and providing our shareholders with this attractive valuation is the best of those alternatives. This transaction affords a significant cash premium to our shareholders while allowing the company to continue its strategic direction and commitment to quality care. Carlyle appreciates the success we have achieved as a company and the role that our management and employees have played in the growth of this organization and its unique capabilities.”

Karen Bechtel, Carlyle Managing Director and head of the health care sector team, said, “We are delighted to have this opportunity to invest in the largest owner and operator of facilities providing post-acute care services and long-term care in the country. Paul Ormond and his management and employee team have built a remarkable company that is positioned for continued growth and success.”

Completion of the transaction is contingent on approval by the company’s shareholders, receipt of necessary regulatory approvals, and fulfillment of other usual and customary closing conditions. Manor Care anticipates the closing to occur in the fourth quarter of 2007.

The transaction will be financed through a combination of commercial mortgage-backed securities, other debt financing and equity provided by Carlyle.
Manor Care’s financial advisor is JPMorgan, and its legal advisor is Cravath, Swaine and Moore LLP. Citi also provided certain financial advisory services to the Board of Directors of Manor Care in connection with the transaction. The Carlyle Group’s financial advisors are Morgan Stanley, Credit Suisse and Banc of America Securities LLC, and Latham & Watkins LLP is legal advisor.


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