February 21, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Emeritus Corporation (NYSE:ESC) shares, was announced concerning whether the takeover of Emeritus Corporation by Brookdale Senior Living Inc. for a value of approximately $28.42 per share is unfair to NYSE:ESC stockholders.

The investigation by a law firm concerns whether certain officers and directors of Emeritus Corporation breached their fiduciary duties owed to NYSE:ESC investors in connection with the proposed acquisition.

On February 20, 2014, Brookdale Senior Living Inc. (NYSE: BKD) and Emeritus Corporation (NYSE:ESC) announced the signing of a merger agreement. Under the agreement, Emeritus shareholders will receive 0.95 shares of Brookdale common stock in exchange for each share of their Emeritus common stock.

Based on the closing price of Brookdale Senior Living Inc.s common stock on February 19, 2014, Emeritus shareholders will receive approximately $28.42 per share.

However, given that at least one analyst following Emeritus has set a target price of $31.00 per share, that NYSE:ESC shares traded in March 2013 as high as $30.42 per share, and that following the takeover news NYSE:ESC shares reached $29.97 on February 21, 2014, the investigation concerns whether the offer is unfair to NYSE:ESC stockholders. More specifically, the investigation concerns whether the Emeritus Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Emeritus Corporation reported that its annual Total Revenue rose from $898.73 million in 2009 to over $1.56 billion in 2012.

Shares of Emeritus Corporation (NYSE:ESC) closed on February 21, 2014 at $29.01 per share.