Kindred is Prepared to Acquire 100% of
Gentiva for $17.25 per Share, Subject to Gentiva Engaging in
Discussions and Providing Due Diligence to Confirm Additional
Value
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) in response
to Gentiva’s announcement on July 17, 2014 that an unnamed party
has purportedly submitted a proposal to acquire Gentiva for $17.25
per share, subject to financing, due diligence, internal approvals
and other conditions.
July 21, 2014
Rodney WindleyExecutive ChairmanGentiva
Health Services, Inc.3350 Riverwood Parkway, Suite 1400Atlanta, GA
30339
Tony StrangeChief Executive Officer,
President and DirectorGentiva Health Services, Inc.3350 Riverwood
Parkway, Suite 1400Atlanta, GA 30339
Dear Rod and Tony:
I am writing following the recent discussions
among our respective financial advisors in response to the press
release issued by Gentiva on July 17, 2014, which stated that an
unnamed party has submitted a proposal to acquire the company for
$17.25 per share in cash, subject to financing, due diligence,
internal approvals and other conditions.
As you know, for the last several months we
have sought to engage with Gentiva in order to negotiate mutually
acceptable transaction terms for Kindred to acquire 100% of the
outstanding shares of Gentiva.
We have indicated our willingness to
structure a transaction so that Gentiva shareholders can receive
all cash or a mix of cash and stock, which would allow them to
participate in the combined company’s substantial upside
potential.
Additionally, we have been clear that we are
willing to consider further increasing our offer if you engage in
good faith and permit us to conduct due diligence. Specifically, we
confirm that Kindred would be prepared to enter into a negotiated
agreement to acquire all of the outstanding shares of Gentiva for
$17.25 per share, provided that we are permitted to conduct
diligence to confirm such additional value is warranted.
As requested by your financial advisors, we
also confirm that Kindred is willing to enter into appropriate
confidentiality and standstill agreements, in order to facilitate
discussions to combine our two companies.
This letter is not intended to create or
constitute any legally binding obligation, liability or commitment
by us regarding a transaction or any other matter. There will be no
legally binding agreement between us regarding a transaction unless
and until a definitive agreement is executed.
We look forward to combining our two
businesses and pursuing what we think is an incredibly compelling
opportunity for our collective shareholder groups, patients and
employees.
Please feel free to contact me with any
questions.
Yours truly,
Paul J. DiazChief Executive OfficerKindred
Healthcare, Inc.cc: Phyllis Yale, Chairman of the Board
Citigroup is acting as financial advisor to Kindred. Cleary
Gottlieb Steen & Hamilton LLP is acting as legal advisor and
Gibson, Dunn & Crutcher LLP is serving as special counsel to
Kindred.
Forward-Looking
Statements
This press release includes forward-looking statements,
including, but not limited to, statements regarding the tender
offer for Gentiva common stock and the Company’s proposed business
combination transaction with Gentiva (including financing of the
proposed transaction and the benefits, results, effects and timing
of a transaction), all statements regarding the Company’s (and the
Company and Gentiva’s combined) expected future financial position,
results of operations, cash flows, dividends, financing plans,
business strategy, budgets, capital expenditures, competitive
positions, growth opportunities, plans and objectives of
management, 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 concerning the business outlook or
future economic performance, anticipated profitability, revenues,
expenses, dividends or other financial items, and product or
services line growth of the Company (and the combined businesses of
the Company and Gentiva), together with other statements 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 discussed below, 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 with respect to Gentiva, 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 discussed
below and detailed from time to time in the Company’s filings with
the Securities and Exchange Commission (the “SEC”).
Risks and uncertainties related to the tender offer and proposed
transaction with Gentiva include, but are not limited to,
uncertainty as to whether the Company will further pursue, enter
into or consummate the offer or any transaction on the proposed
terms or on other terms, potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the offer or any transaction, uncertainties as to the
timing of the offer or any transaction, adverse effects on the
Company’s stock price resulting from the announcement or
consummation of the offer or any transaction or any failure to
complete the offer or any transaction, competitive responses to the
announcement or consummation of the offer or any transaction, the
risk that regulatory, licensure or other approvals and financing
required for the consummation of the offer or any transaction are
not obtained or are obtained subject to terms and conditions that
are not anticipated, costs and difficulties related to the
integration of Gentiva’s businesses and operations with the
Company’s businesses and operations, the inability to obtain, or
delays in obtaining, cost savings and synergies from the offer or
any transaction, uncertainties as to whether the consummation of
the offer or any transaction will have the accretive effect on our
earnings or cash flows that we expect, unexpected costs,
liabilities, charges or expenses resulting from the offer or any
transaction, litigation relating to the offer or any transaction,
the inability to retain key personnel, and any changes in general
economic and/or industry-specific conditions.
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 June 30, 2014,
Kindred through its subsidiaries provided healthcare services in
2,353 locations, including 97 transitional care hospitals, five
inpatient rehabilitation hospitals, 98 nursing centers, 21
sub-acute units, 153 Kindred at Home hospice, home health and
non-medical home care locations, 104 inpatient rehabilitation units
(hospital-based) and a contract rehabilitation services business,
RehabCare, which served 1,875 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 Klein212-493-6990 /
212-232-2247
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