Community Health Systems Responds to Baseless Tenet Lawsuit
April 11 2011 - 1:43PM
Business Wire
Community Health Systems, Inc. (NYSE: CYH) (“CHS”) today issued
the following statement in response to the baseless complaint
filed today by Tenet Healthcare Corporation (NYSE: THC):
“Tenet’s allegations are completely without merit and we intend
to vigorously defend ourselves against these unfounded and
irresponsible claims. Providing high-quality patient care is the
Company’s most important priority. CHS conducts its business with
the utmost integrity and adheres to the highest business practice
standards. The bottom line is that these self-serving allegations
are an attempt by Tenet's management and board to continue their
entrenchment strategy and to distract Tenet shareholders from CHS’s
pending offer. Its actions today prove that Tenet has adopted a
‘scorched earth’ defense without regard for the best interests of
shareholders. CHS remains committed to its offer to acquire Tenet
and both Credit Suisse and Goldman Sachs have reaffirmed their
confidence in financing the transaction.”
Credit Suisse and Goldman, Sachs & Co. are acting as
financial advisors, Kirkland & Ellis LLP as legal counsel and
D. F. King & Co. as proxy solicitor for CHS.
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin,
Community Health Systems, Inc. is one of the largest publicly
traded hospital companies in the United States and a leading
operator of general acute care hospitals in non-urban and mid-size
markets throughout the country. Through its subsidiaries, the
Company currently owns, leases or operates 130 hospitals in 29
states with an aggregate of approximately 19,400 licensed beds. Its
hospitals offer a broad range of inpatient and surgical services,
outpatient treatment and skilled nursing care. In addition, through
its subsidiary Quorum Health Resources, LLC, the Company provides
management and consulting services to approximately 150 independent
non-affiliated general acute care hospitals located throughout the
United States.
Forward-Looking Statements
Any statements made in this news release that are not statements
of historical fact, including statements about our beliefs and
expectations, including any benefits of the proposed acquisition of
Tenet Healthcare Corporation (“Tenet”), are forward-looking
statements within the meaning of the federal securities laws and
should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies,
goals, future events, future revenues or performance, and other
information that is not historical information. These
forward-looking statements may be identified by words such as
“anticipate,” “expect,” “suggest,” “plan,” believe,” “intend,”
“estimate,” “target,” “project,” “could,” “should,” “may,” “will,”
“would,” “continue,” “forecast,” and other similar expressions.
These forward-looking statements involve risks and
uncertainties, and you should be aware that many factors could
cause actual results or events to differ materially from those
expressed in the forward-looking statements. Factors that may
materially affect such forward-looking statements include: our
ability to successfully complete any proposed transaction or
realize the anticipated benefits of a transaction, our ability to
obtain stockholder, antitrust, regulatory and other approvals for
any proposed transaction, or an inability to obtain them on the
terms proposed or on the anticipated schedule, and uncertainty of
our expected financial performance following completion of any
proposed transaction and other risks and uncertainties referenced
in our filings with the Securities and Exchange Commission (the
“SEC”). Forward-looking statements, like all statements in this
news release, speak only as of the date of this news release
(unless another date is indicated). We do not undertake any
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Additional Information
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This news release relates to a business
combination transaction with Tenet proposed by CHS, which may
become the subject of a registration statement filed with the SEC.
CHS intends to file a proxy statement with the SEC in connection
with Tenet’s 2011 annual meeting of shareholders. Any definitive
proxy statement will be mailed to shareholders of Tenet. This
material is not a substitute for any prospectus, proxy statement or
any other document which CHS may file with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such
documents would be available free of charge through the web site
maintained by the SEC at www.sec.gov or by directing a request to
Community Health Systems, Inc. at 4000 Meridian Boulevard,
Franklin, TN 37067, Attn: Investor Relations.
Participant Information
CHS and its directors, executive officers and nominees may be
deemed to be participants in the solicitation of proxies in
connection with Tenet’s 2011 annual meeting of shareholders. The
directors of CHS are: Wayne T. Smith, W. Larry Cash, John A.
Clerico, James S. Ely III, John A. Fry, William N. Jennings, M.D.,
Julia B. North and H. Mitchell Watson, Jr. The executive officers
of CHS are: Wayne T. Smith, W. Larry Cash, David L. Miller, William
S. Hussey, Michael T. Portacci, Martin D. Smith, Thomas D. Miller,
Rachel A. Seifert, and T. Mark Buford. The nominees of CHS are:
Thomas M. Boudreau, Duke K. Bristow, Ph.D., John E. Hornbeak,
Curtis S. Lane, Douglas E. Linton, Peter H. Rothschild, John A.
Sedor, Steven J. Shulman, Daniel S. Van Riper, David J. Wenstrup,
James O. Egan, Jon Rotenstreich, Gary M. Stein and Larry D. Yost.
CHS and its subsidiaries beneficially owned approximately 420,000
shares of Tenet common stock as of January 7, 2011. Additional
information regarding CHS’s directors and executive officers is
available in its proxy statement for CHS’s 2011 annual meeting of
stockholders, which was filed with the SEC on April 7, 2011. Other
information regarding potential participants in such proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement that CHS intends to file with the SEC in
connection with Tenet’s 2011 annual meeting of shareholders.
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