Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND)
today sent the following letter to the board of directors of
Gentiva Health Services, Inc. (“Gentiva”)(NASDAQ:GTIV):
June 27, 2014 Rodney Windley Executive
Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway,
Suite 1400 Atlanta, GA 30339 Tony Strange Chief Executive
Officer, President and Director Gentiva Health Services, Inc. 3350
Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Dear Rod and
Tony:
We are writing to you, and the entire
board of directors of Gentiva, regarding the reports in the
marketplace that Gentiva may be pursuing an acquisition of Amedisys
(NASDAQ:AMED). We are concerned that, while refusing to discuss
Kindred’s highly attractive cash offer, the Gentiva board may be
pursuing a course that would disenfranchise its shareholders
through a value-destroying and highly levered transaction with
Amedisys.
We believe it is incumbent on the Gentiva board, in
fulfilling its fiduciary duty to its shareholders, to sit down with
Kindred immediately and explore our value-enhancing proposal before
entering into any agreement that could impair the value of, or
preclude, a Kindred-Gentiva combination.
As you know, our all-cash offer of $14.50
per share represents a 70% premium to Gentiva’s closing share price
on May 14, 2014 (the day prior to Kindred making its proposal
public), and would deliver immediate and certain value to Gentiva
shareholders. In addition, we have expressed a willingness to offer
cash and stock in a structure that would allow Gentiva shareholders
to participate further in the synergies and upside potential of the
proposed combination (which many Gentiva shareholders have told us
they would prefer). We have also indicated that we would be
prepared to consider increasing the value of our offer if Gentiva
were to commence discussions and demonstrate additional value.
Even before the Amedisys reports were brought to our
attention, we listened with interest to the remarks of Gentiva’s
Chief Financial Officer, Eric Slusser, at the Wells Fargo
Healthcare Conference, particularly his statements indicating that
a vertically integrated post-acute care provider would be best
positioned to deliver effective care in the long run. This is one
of the many reasons why we believe the proposed combination of
Kindred and Gentiva makes so much sense. A Kindred-Gentiva
combination would offer the benefits of vertical integration and
position our combined company to provide integrated post-acute care
at lower cost to a much broader range of patients. As both Gentiva
and Amedisys focus exclusively on home health and hospice care,
such a combination would not similarly advance the interests of
patients or position Gentiva at the forefront of changes to the
U.S. healthcare delivery system. We note that Kindred has an
outstanding track record of successfully integrating acquisitions,
including most recently RehabCare and Senior Home Care. In contrast
to Kindred, both Gentiva and Amedisys have experienced integration
challenges in the past. We believe the combination of Kindred and
Gentiva would have minimal execution risk and a high likelihood of
swift and seamless integration. Kindred remains firmly
committed to the proposed combination with Gentiva, but we take our
responsibilities to our shareholders very seriously. If Gentiva
were to move forward with any other transaction, Kindred would
review the outstanding $14.50 cash offer and consider revising or
withdrawing it. As we have stated repeatedly over the last
six weeks, we would strongly prefer to work with the Gentiva board
to reach a negotiated agreement. We have repeatedly requested
meetings with you, and are prepared to meet with you and your
advisors as soon as is practicable. We once again call upon your
board to immediately commence good-faith discussions with Kindred,
so that our companies can move forward with a combination that
serves the interests of all our stakeholders. Sincerely,
Paul J. Diaz Chief Executive Officer Kindred Healthcare,
Inc. cc: Phyllis R. Yale, Chair of the Board
Forward-Looking
Statements
This press release includes forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the Company’s ability to complete the
Offering, the Company’s anticipated use of proceeds from the
Offering, the Company’s proposed acquisition, and statements
containing the words such as “anticipate,” “approximate,”
“believe,” “plan,” “estimate,” “expect,” “project,” “could,”
“would,” “should,” “will,” “intend,” “may,” “potential,” “upside,”
and other similar expressions. Statements in this press release
that are not historical facts are forward-looking statements that
are estimates reflecting the best judgment of the Company based
upon currently available information.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that
actual results may differ materially from the Company’s
expectations as a result of a variety of factors, including,
without limitation, those set forth in the Company’s Annual Report
on Form 10-K and in its reports on Forms 10-Q and 8-K. Such
forward-looking statements are based upon management’s current
expectations and include known and unknown risks, uncertainties and
other factors, many of which the Company is unable to predict or
control, that may cause the Company’s actual results, performance
or plans to differ materially from any future results, performance
or plans expressed or implied by such forward-looking statements.
These statements involve risks, uncertainties and other factors
detailed from time to time in the Company’s filings with the
SEC.
Many of these factors are beyond the Company’s control. The
Company cautions investors that any forward-looking statements made
by the Company are not guarantees of future performance. The
Company disclaims any obligation to update any such factors or to
announce publicly the results of any revisions to any of the
forward-looking statements to reflect future events or
developments.
Additional Information
This press release is provided for informational purposes only
and does not constitute an offer to purchase or the solicitation of
an offer to sell any securities of Gentiva. The solicitation and
offer to buy Gentiva common stock have been made pursuant to an
offer to purchase and related materials, as they may be amended
from time to time. Investors and shareholders should read those
filings carefully as they contain important information, including
the terms and conditions of the offer. The offer to purchase and
related materials, as well as Kindred’s other public filings, have
been filed with the SEC and may be obtained without charge at the
SEC’s website at www.sec.gov and at Kindred’s website at
www.kindredhealthcare.com. The offer to purchase and related
materials may also be obtained for free by contacting the
information agent for the tender offer, D.F. King & Co., Inc.
at (212) 269-5550 (collect) or (800) 859-8508 (toll-free) or by
email at gentivaoffer@dfking.com.
About Kindred Healthcare
Kindred Healthcare, Inc., a top-150 private employer in the
United States, is a FORTUNE 500 healthcare services company based
in Louisville, Kentucky with annual revenues of $5 billion and
approximately 63,000 employees in 47 states. At March 31, 2014,
Kindred through its subsidiaries provided healthcare services in
2,313 locations, including 100 transitional care hospitals, five
inpatient rehabilitation hospitals, 99 nursing centers, 22
sub-acute units, 157 Kindred at Home hospice, home health and
non-medical home care locations, 105 inpatient rehabilitation units
(hospital-based) and a contract rehabilitation services business,
RehabCare, which served 1,825 non-affiliated facilities. Ranked as
one of Fortune magazine’s Most Admired Healthcare Companies for six
years in a row, Kindred’s mission is to promote healing, provide
hope, preserve dignity and produce value for each patient,
resident, family member, customer, employee and shareholder we
serve. For more information, go to www.kindredhealthcare.com.
MediaKindred Healthcare, Inc.Susan Moss,
502-596-7296Senior Vice President, Marketing and
CommunicationsorJoele Frank, Wilkinson Brimmer KatcherAndy Brimmer
/ Andrew Siegel212-355-4449orInvestors and
AnalystsKindred Healthcare, Inc.Hank Robinson,
502-596-7732Senior Vice President, Tax and TreasurerorD.F. King
& Co., Inc.Jordan Kovler / Kristian Klein212-232-2247
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