The latest offer takes the total tally to approximately $1.9billion, which includes the assumption of about $475 million indebt. It bests the most recent Fillmore offer by $0.10 per shareand also represents a premium of 44.3% over the average close ofGHCI shares on the Nasdaq over the 30 days prior to its originalJanuary offer.

Following the January offer, a disgruntled shareholder,Northbrook GH LLC, accused Genesis of "stacking the deck againstany other bidder" and valued the company at between $69 and $71 pershare. Formation/JER raised its bid, and, in April,Fillmore stepped in with an even better offer.

The Genesis board has consistently continued to recommend thatshareholders vote in favor of the Formation/JER transaction,despite its admission that Fillmore's May 15 offer of $69.25 pershare was "superior" to the JV's offer on the table at that time.It also delayed a shareholder vote for the second time, setting itfor May 30, and gave the JV four days to submit a counter offer,which it did just under the wire.