The amendment to the merger agreement came after Northbrook,IL-based NorthbrookGH LLC charged Genesis with "stacking the deck against anyother bidder." Northbrook owns approximately 5% of Genesis stock.In a letter to Genesis management, Northbrook estimated the valueat between $69 and $71 per share.

In response, Genesis issued a statement saying the bidding wasan "active, competitive auction process" and that "none of theoffers was anywhere near Northbrook's purported valuation of thecompany." Following the amended offer, Genesis pushed theshareholder vote to May 4.

"It is important to highlight that $64.25 is our 'best andfinal' price," say Cia Buckley, president of McLean, VA-based JER'sUS fund business, and Arnold Whitman, CEO of Alpharetta, GA-basedFormation, in a joint statement. "If Genesis shareholders do notvote in favor of this transaction at this price, then JER andFormation will focus our attention on other attractive acquisitionopportunities."