Chemed Corporation (NYSE:CHE) today mailed the following
letter to the Company�s stockholders in connection with the
Company�s 2009 Annual Meeting of Stockholders, scheduled for May
29, 2009. Chemed stockholders of record as of March 31, 2009 will
be entitled to vote at the Annual Meeting.
Chemed�s Board of Directors unanimously recommends that the
Company�s stockholders vote today for the Board�s highly qualified
nominees by telephone, via the Internet or by signing, dating and
returning the enclosed WHITE
proxy card.
May 20, 2009
PROTECT YOUR INVESTMENT!
VOTE THE WHITE PROXY CARD TO CONTINUE YOUR BOARD�S
SUCCESSFUL RECORD OF DELIVERING STOCKHOLDER VALUE
Dear Fellow Stockholders:
At Chemed�s Annual Meeting on May 29, 2009, you will be asked to
determine which director nominees best serve the interests of
ALL Chemed stockholders.
Your Board unanimously believes its nominees are the right
nominees for Chemed. Your Board�s nominees include nine of the
current members of your Board, as well as two new, independent and
highly qualified individuals, Ernest J. Mrozek and Thomas P. Rice.
Your Board urges you to vote the enclosed WHITE proxy card for Chemed�s highly
qualified nominees by telephone or via the Internet today.
If you have previously submitted a Gold proxy card, you may vote
in favor of the Board�s nominees by following the instructions on
the enclosed WHITE proxy card
to vote by telephone, via the Internet, by signing, dating and
returning the enclosed WHITE
proxy card, or by attending the Annual Meeting and voting your
shares in person.
INDEPENDENT PROXY ADVISORY FIRMS
AGREE THAT CHEMED�S NOMINEES ARE THE RIGHT CHOICE
Both RiskMetrics Group (formerly Institutional Shareholder
Services) and Glass Lewis & Co., widely recognized as the
world�s leading independent proxy voting and corporate governance
advisory firms, have recommended that Chemed stockholders vote FOR
all of the Company�s director nominees at Chemed�s 2009 Annual
Meeting. These recommendations reaffirm your Board�s strong belief
that Chemed has the right nominees to continue creating value for
all stockholders by building on the Company�s proven track record
of success while at the same time taking the appropriate steps to
facilitate a separation of Chemed�s businesses when the time is
right.
In reaching its conclusion, Glass Lewis considered Chemed�s
proven and prudent strategy and strong record of value creation,
noting, �Overall, we do not believe the dissident has made a
compelling case against the Company�s board or management�[W]e see
no reason to doubt the board�s assertion that a separation of the
Company�s Vitas and Roto-Rooter businesses, while strategically
compelling, is not advisable at this time due to market conditions.
Furthermore, we have found that the Company�s stock price has
continued to outperform relevant indices in recent years.�*
RiskMetrics also noted, �[O]n balance we conclude the dissident
has not met its burden of proving that board change is
warranted�[T]he dissident has not raised any specific claims that
the company has demonstratively underperformed. Rather, the
dissident has raised various operational and governance issues that
we feel, in and of themselves, are not sufficient to warrant board
change.�*
Your Board believes that the proxy advisory firms reached the
right conclusion. The Board recommends that stockholders follow the
recommendations of RiskMetrics and Glass Lewis by voting FOR the
board�s nominees on the WHITE
proxy card today.
VOTE �FOR� YOUR BOARD�S NOMINEES �
A FORWARD-LOOKING TEAM THAT DELIVERS LONG-TERM VALUE TO
STOCKHOLDERS
As the proxy advisory firms have confirmed, your Board and
management team have been successful, prudent stewards of your
investment with a proven track record of creating long-term value
for stockholders through disciplined management and exploring and
implementing a range of strategies. The Board has created value for
stockholders through the execution of well-timed, carefully
considered strategies, not through the blind pursuit of any one
strategy � an approach particularly important in today�s economic
climate.
- Increasing stockholder value through
strategic transactions. Your Board has successfully
unlocked value through a number of spin-offs and other strategic
sale transactions, including the Dubois Chemicals, Omnicare and
National Sanitary Supply transactions.1 Since Chemed�s formation,
its Board has approved 12 significant divestitures and other
transactions that have generated $711,000,000 in proceeds and
resulted in $284,000,000 in pre-tax gains. In addition, the Board
has authorized several significant value-creating acquisitions,
including the acquisition of Roto-Rooter in 1980 and VITAS in 2004.
Significant divestitures, spin-offs and acquisitions since 1980
include:
Sale of Service America Assets to Service America employees � 2005
Acquisition of VITAS � 2004 Divestiture of Chemed�s last shares of
Omnicare � 2003 Sale of Patient Care to a private equity fund �
2002 Sale of Chemed�s portion of National Sanitary Supply Company
to Unisource � 1997 Sale of The Omnia Group to Banta Healthcare �
1997 Purchase of all of the publicly traded shares of Roto-Rooter �
1996 Sale of The Veratex Group retail division to Henry Schein �
1995 Sale of Chemed�s flagship operation, DuBois Chemicals, to
Diversey Corporation � 1991 Initial investment in VITAS preferred
stock � 1991 National Sanitary Supply IPO on NASDAQ under the
ticker NSSX � 1986 Sale of Vestal Laboratories to Merck � 1986
Roto-Rooter IPO on NASDAQ under the ticker ROTO � 1985 Omnicare IPO
on NYSE under the ticker OCR � 1981 Acquisition of Roto-Rooter �
1980
- Overseeing superior stock price
performance.2
Since the announcement of Chemed�s acquisition of VITAS in December
2003, Chemed�s stock has appreciated over 120%, compared to the
S&P500, which was down nearly 19%, and the S&P Healthcare
Equipment & Services index, which was unchanged over the same
period. Over the last year, Chemed�s stock price has increased 10%
compared to the S&P500, which has declined 38%, and the S&P
Healthcare Equipment & Services index, which has declined 25%.
Chemed has outperformed both the S&P500 and the S&P
Healthcare Equipment & Services index over the last one- and
five-year periods. This strong growth in stockholder value is
driven by your Board�s and management�s disciplined strategy and
focus on long-term value creation.
- Providing substantial return of capital to
stockholders. Chemed has returned substantial capital to
its stockholders through share repurchases and dividend payments.
Since the acquisition of VITAS was completed in February 2004,
Chemed has repurchased $210.6 million of its stock from
stockholders and, since January 2004, it has paid its stockholders
$29.6 million in dividends.
- Delivering consistent growth. Both
of Chemed�s businesses � Roto-Rooter and VITAS � are industry
leaders, and Chemed�s Board and management team have plans in place
to support the continued success and growth of both businesses.
Your Board and management have proven an ability to achieve
long-term growth, as evidenced by the 27% compound annual growth
rate of the Company�s earnings-per-share (EPS) since 2004.
- Producing solid financial results.
Chemed delivered first quarter 2009 Diluted EPS of $0.85, exceeding
the consensus estimate of Wall Street analysts. Revenues grew 3.4%,
operating profits rose 16% and operating margins rose 130 basis
points to 12%. The Company�s solid first quarter results, despite
the current global economic downturn, demonstrate the strength of
Chemed�s management and its businesses.
YOUR BOARD AND MANAGEMENT STRONGLY
BELIEVE THAT MMI�S FIXATION ON A SPIN-OFF THREATENS YOUR
INVESTMENT
In contrast to your Board, MMI Investments L.P. (�MMI�), the
dissident hedge fund that owns 3.5% of Chemed�s outstanding stock
and is soliciting proxies to elect five dissident nominees to your
Board, is fixated on one idea for your Company. MMI continues to
push for the immediate separation of Chemed�s businesses. MMI is
making this demand despite your Board�s conclusion that now is
not the right time to
implement a separation of Chemed�s businesses, in light of the
Board�s and its financial advisors� analysis of the expected
valuation of the businesses as stand-alone entities, current
economic conditions and the state of the capital markets.
MMI has a history of advocating for immediate spin-offs in
companies in which it maintains stock ownership and has waged
multiple proxy fights to advance its position. For example, MMI
nominated directors to the boards of Unisys Corporation and The
Brink�s Company and subsequently forced separations at those
companies. Your Board will not accede to MMI�s �one size fits all�
approach.
Your Board and management have protected stockholder value by
prudently maintaining Chemed�s corporate structure while at the
same time taking the appropriate steps to facilitate a separation
of Chemed�s businesses when conditions are right. Rather than
separating its businesses immediately, which could impair value for
the Company�s stockholders, your Board is committed to preserving
and enhancing value for Chemed�s stockholders.
Do not be misled by MMI and its overheated rhetoric. Your Board
and management team have said that they will consider effecting a
spin-off or any other transaction, but only if it is likely to
increase stockholder value. Rest assured, when the time is right,
we will do whatever is right for our stockholders.
VOTE FOR YOUR BOARD�S NOMINEES ON THE
WHITE PROXY CARD
TODAY
Your Board strongly urges you to follow the RiskMetrics and
Glass Lewis recommendations and vote FOR all of the Company�s
director nominees by voting the WHITE proxy card.
On behalf of the Board of Directors, we thank you for your
continued support.
Sincerely,
/s/ Kevin J. McNamara � � � � � /s/ George J. Walsh III � Kevin J.
McNamara George J. Walsh III Chief Executive Officer Chairman of
the Board
TIME IS SHORT AND YOUR VOTE IS
IMPORTANT
To insure that your vote is
represented at the meeting, we urge you to vote TODAY by telephone
or via the Internet by following the simple instructions on the
enclosed WHITE proxy card.
If you have questions about how to
vote your shares, or need additional assistance, please contact the
firm assisting us in the solicitation of proxies:
INNISFREE M&A
INCORPORATEDStockholders Call Toll-Free: (877)
825-8631Banks and Brokers Call Collect: (212)
750-5833
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.
* Permission to use quotations was neither sought nor
obtained.
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
Certain statements contained in this press release or in other
Chemed communications are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
The words "believe," "expect," "hope," "anticipate," "plan" and
similar expressions identify forward-looking statements, which
speak only as of the date the statement was made. Chemed does not
undertake and specifically disclaims any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. These
statements are based on current expectations and assumptions and
involve various risks and uncertainties, which could cause Chemed's
actual results to differ from those expressed in such
forward-looking statements. These risks and uncertainties arise
from, among other things, possible changes in regulations governing
the hospice care or plumbing and drain cleaning industries;
periodic changes in reimbursement levels and procedures under
Medicare and Medicaid programs; difficulties predicting patient
length of stay and estimating potential Medicare reimbursement
obligations; challenges inherent in Chemed's growth strategy; the
current shortage of qualified nurses, other healthcare
professionals and licensed plumbing and drain cleaning technicians;
Chemed�s dependence on patient referral sources; and other factors
detailed under the caption "Description of Business by Segment" or
"Risk Factors" in Chemed�s most recent report on form 10-Q or 10-K
and its other filings with the United States Securities and
Exchange Commission (the �SEC�). You are cautioned not to place
undue reliance on such forward-looking statements and there are no
assurances that the matters contained in such statements will be
achieved.
Important Information
Chemed filed with the SEC, on April 29, 2009, a definitive proxy
statement in connection with its 2009 annual meeting, and is
mailing the definitive proxy statement to its stockholders.
Investors and security holders are urged to read the definitive
proxy statement relating to the 2009 Annual Meeting and any other
relevant documents filed with the SEC (when available) because they
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 (when available) 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 definitive proxy
statement for the 2009 Annual Meeting, which was filed with the SEC
on April 29, 2009. To the extent holdings of Chemed securities have
changed since the amounts printed in the definitive 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. These documents may be obtained free of charge (when
available) from the SEC�s website at www.sec.gov and Chemed�s
website at www.chemed.com.
1 These three transactions, by far the largest effected by
Chemed, generated total gross proceeds of approximately $492
million and resulted in pre-tax gains aggregating approximately
$252 million.
2 All stock price returns as of May 15, 2009. Stock price
returns since the announcement of Chemed�s acquisition of VITAS are
as of December 18, 2003, one day prior to the VITAS
announcement.
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