Chemed Corporation (NYSE:CHE) today announced that it
issued the following open letter in connection with its 2009 Annual
Meeting, which has been scheduled for May 29, 2009. Stockholders of
record of the Company as of March 31, 2009 will be entitled to vote
at the Annual Meeting.
IMPORTANT NOTICE FROM YOUR BOARD
OF DIRECTORS
Dear Fellow Stockholders:
We will soon be sending you a detailed proxy statement and
WHITE proxy card in connection with our company�s 2009
Annual Meeting of stockholders, which has been scheduled for May
29, 2009. At that time, we will be recommending that you elect as
directors nine of the current members of your Board of Directors as
well as two new, independent, highly qualified individuals, Ernest
J. Mrozek and Thomas P. Rice. We believe Messrs. Mrozek and Rice
would further enhance the Board�s skill set and capabilities and
help deliver stockholder value. Prior to his retirement in 2008,
Mr. Mrozek served for over twenty years at the ServiceMaster
Company, a provider of residential and commercial cleaning, pest,
lawn and other services, including at various times as
vice-chairman, president, chief operating officer and chief
financial officer. Mr. Rice has held a variety of positions in the
pharmaceuticals industry since 1993, most recently as the chief
executive officer of Andrx Corporation from 2004 to 2006. Two
current non-independent directors, Sandra E. Laney and Timothy S.
O'Toole, will not be standing for re-election.
As you may know, a dissident 3.5% stockholder, MMI Investments,
L.P. (�MMI�), has nominated its own slate of five director
candidates to stand for election to your Board. We believe that
this dissident�s true motivation is merely to force a separation of
Chemed�s businesses, VITAS and Roto-Rooter. However, based on our
recent review conducted with our outside financial and legal
advisors, executing a separation in the current market environment
would be risky and could impair, rather than create, value for
Chemed�s stockholders.
The dissident has filed preliminary proxy materials in
connection with our upcoming Annual Meeting. To further its
position, the dissident is putting forward misleading information,
including allegations regarding affiliations of certain of your
Board�s directors. Should you receive any proxy solicitation
materials and a GOLD proxy card from this dissident stockholder,
your Board of Directors recommends that you disregard the
dissident�s deliberate mischaracterizations and discard the GOLD
proxy card.
We encourage you to review Chemed�s preliminary proxy statement
relating to the Annual Meeting, which was filed with the Securities
and Exchange Commission (the �SEC�) on April 17, 2009 and is
available at the SEC�s website at www.sec.gov and Chemed�s website
at www.chemed.com, as well as Chemed�s definitive proxy statement
and other proxy materials when they become available.
In order to give all Chemed stockholders the opportunity to
consider the matters to be presented and to make a fully informed
decision, we have scheduled the Annual Meeting for May 29,
2009.
YOUR BOARD HAS A TRACK RECORD OF
UNLOCKING VALUE FOR ALL CHEMED STOCKHOLDERS
Your Board has a long history of success in unlocking value
through spin-offs and other strategic transactions and in providing
stockholders with solid and consistent returns. The Board has
consistently recognized the benefits to Chemed and its stockholders
of strategic divestitures, as evidenced by the Dubois Chemicals,
Omnicare, National Sanitary Supply and Patient Care transactions.
In addition, since the announcement of Chemed�s acquisition of
VITAS in December 2003, Chemed�s stock has appreciated over 140%,
at a compounded annual growth rate of nearly 18%. The Chemed Board
has a track record that clearly demonstrates it is committed to
advancing the interests of Chemed�s stockholders and is willing to
make structural changes and engage in transactions to enhance
long-term stockholder value.
WE URGE YOU TO TAKE NO ACTION ON
YOUR SHARES AT THIS TIME AND NOT SIGN OR RETURN MMI�S GOLD PROXY
CARD
If you have any questions, please do not hesitate to contact our
proxy solicitor, Innisfree M&A Incorporated, by calling
toll-free at 877 825-8631. We appreciate your continued
support.
On behalf of the Board of Directors,
Sincerely,
/s/ Kevin J. McNamara � � /s/ George J. Walsh III � Kevin J.
McNamara George J. Walsh III Chief Executive Officer Chairman of
the Board
Cravath, Swaine & Moore LLP is acting as legal advisor to
Chemed and Lazard Fr�res & Co. LLC and J.P. Morgan Securities
Inc. are acting as financial advisors.
About Chemed
Listed on the New York Stock Exchange and headquartered in
Cincinnati, Ohio, Chemed Corporation (www.chemed.com) operates two
wholly owned subsidiaries: VITAS Healthcare and Roto-Rooter. VITAS
is the nation�s largest provider of end-of-life hospice care and
Roto-Rooter is the nation�s leading provider of plumbing and drain
cleaning services.
Forward Looking Statements
Statements in this press release or in other Chemed
communications may relate to future events or Chemed's future
performance. Such statements are forward-looking statements and are
based on present information Chemed has related to its existing
business circumstances. Investors are cautioned that such
forward-looking statements are subject to inherent risk and that
actual results may differ materially from such forward-looking
statements. Further, investors are cautioned that Chemed does not
assume any obligation to update forward-looking statements based on
unanticipated events or changed expectations.
Important Information
On April 17, 2009, Chemed filed with the SEC a preliminary proxy
statement in connection with its 2009 annual meeting, which is
available free of charge at the SEC�s website at www.sec.gov and
Chemed�s website at www.chemed.com. Chemed plans to file with the
SEC and mail to its stockholders a definitive proxy statement in
connection with its 2009 Annual Meeting. Investors and security
holders are urged to read the preliminary proxy statement, which is
available now, and the definitive proxy statement relating to the
2009 Annual Meeting and any other relevant documents filed with the
SEC when they become available, because they will contain important
information. Investors and security holders may obtain a free copy
of the definitive proxy statement and other documents that Chemed
files with the SEC (when available) at the SEC�s website at
www.sec.gov and Chemed�s website at www.chemed.com. In addition,
the definitive proxy statement and other documents filed by Chemed
with the SEC may be obtained from Chemed free of charge by
directing a request to Chemed Corporation, Attn: Investor
Relations, Chemed Corporation, 2600 Chemed Center, 255 East Fifth
Street, Cincinnati, OH 45202-4726.
Certain Information Regarding Participants
Chemed, its directors and certain executive officers and
employees are participants in the solicitation of Chemed�s security
holders in connection with its 2009 Annual Meeting. Security
holders may obtain information regarding the names, affiliations
and interests of such individuals in Chemed�s Annual Report on
Form�10-K for the year ended December�31,�2008, which was filed
with the SEC on February�27, 2009, and its preliminary proxy
statement for the 2009 Annual Meeting, which was filed with the SEC
on April 17, 2009. To the extent holdings of Chemed securities have
changed since the amounts printed in the preliminary proxy
statement for the 2009 Annual Meeting, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Additional information regarding the interests
of such individuals can also be obtained from the definitive proxy
statement relating to the 2009 Annual Meeting when it is filed by
Chemed with the SEC. These documents (when available) may be
obtained free of charge from the SEC�s website at www.sec.gov and
Chemed�s website at www.chemed.com.
Chemed (NYSE:CHE)
Historical Stock Chart
From May 2024 to Jun 2024
Chemed (NYSE:CHE)
Historical Stock Chart
From Jun 2023 to Jun 2024