EXHIBIT 99.1
ILM II SENIOR LIVING, INC.
AND
ILM II HOLDING, INC.
AGREE TO
SELL SENIOR LIVING FACILITIES FOR $45.5 MILLION
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FOR IMMEDIATE RELEASE:
TYSONS CORNER, VA.--Jan. 25, 2002--ILM II Senior Living, Inc. announced today,
that on January 23, 2002, ILM II and its wholly owned subsidiary, ILM II
Holding, Inc., a Virginia corporation, entered into a purchase and sale
agreement with Five Star Quality Care, Inc., a publicly traded Maryland
corporation (AMEX: FVE), pursuant to which ILM II agreed to sell, and FVE agreed
to purchase, all of ILM II's right, title and interest in and to its senior and
assisted living facilities and certain other related assets. In consideration
for the sale of these facilities, FVE agreed, subject to certain conditions and
apportionments, to pay ILM II a purchase price of $45.5 million, approximately
$5 million of which has been paid into escrow as a refundable deposit.
ILM II further announced that each of the parties' respective obligations under
such agreement is subject to customary closing conditions. FVE's obligation to
close the transaction is subject to a due diligence inspection period ending
February 22, 2002, providing FVE with the right to notify ILM II about certain
property defects requiring more than $250,000 to cure. Upon such notification,
ILM II may elect whether to refund a portion of the escrow deposit or agree to
reduce the purchase price by the amount such defect exceeds $250,000. If ILM II
elects to terminate the agreement, FVE may rescind such notice of material
defect and continue with the transaction on the previously agreed terms.
Further, after the inspection period has run, if either party should breach the
agreement, the non-breaching party shall be entitled to keep the aforementioned
deposit as liquidated damages, and in the case of ILM II's breach in limited
circumstances, FVE may seek specific performance or other remedies as liquidated
damages.
As previously reported, on November 16, 2001 ILM II entered into a purchase and
sale agreement with BRE/Independent Living, LLC, a Delaware limited liability
company for the sale of ILM II's senior and assisted living facilities and
certain related assets. On January 15, 2002, ILM II received a letter from BRE,
indicating its intention not to consummate the BRE transaction at the agreed
upon contract price. ILM II determined that such refusal to consummate the BRE
agreement in accordance with its terms constituted a breach by BRE of such
agreement. Accordingly ILM II terminated the BRE agreement.
Upon consummation of the transactions contemplated by the FVE agreement or
otherwise upon sale of the senior and assisted living facilities to a third
party, ILM II intends to liquidate and distribute its assets in accordance with
the Virginia Stock Corporation Act, which provides for the distribution of ILM
II's assets first to ILM II's creditors for purposes of discharging all of ILM
II's liabilities, and then, to the extent assets are remaining, to ILM II's
shareholders in accordance with their respective rights and interests.
There can be no assurance as to whether the transactions contemplated by the FVE
agreement will be consummated or, if consummated, as to the exact timing
thereof. Similarly, there can be no assurance as to the timing of a liquidation
and distribution of ILM II's assets or the amount of assets that will be
distributed to ILM II's shareholders, if any.
If you have any questions regarding this press release, please call ILM II, toll
free at 0-000-000-0000.
THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" BASED ON OUR CURRENT
EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS. THESE FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES WHICH COULD CAUSE
OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE
ANTICIPATED AND CERTAIN OF WHICH ARE BEYOND OUR CONTROL. WE UNDERTAKE NO
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
