Chemed Corporation Comments on Withdrawal of MMI’s Slate
May 21 2009 - 11:30AM
Business Wire
Chemed Corporation (NYSE:CHE) today announced that it is
in receipt of a letter from MMI Investments, L.P. (�MMI�) notifying
the Company that MMI is withdrawing its slate of nominees for
election to Chemed�s Board of Directors at the 2009 Annual Meeting
of Stockholders.
The Company issued the following statement:
�Chemed�s Board of Directors and
management team have a long history of creating value through
disciplined management and the implementation of a range of
successful strategies. With the withdrawal of MMI�s slate of
nominees, the Board and management will now continue building on
this track-record of success.
�We are gratified to have received the
strong support of our stockholders throughout this process.
Contrary to statements made by MMI, the Board�s commitment to
creating long term value remains unchanged. The Board will do the
right thing at the right time, as it has in the past, to create
value for stockholders.�
Chemed received recommendations of support for its director
nominees from RiskMetrics Group (formerly Institutional Shareholder
Services) and Glass Lewis & Co. To follow the recommendations
of RiskMetrics and Glass Lewis and to ensure that shares of all
Chemed stockholders are represented at the Annual Meeting, the
Company urges stockholders to vote the WHITE proxy card FOR all of the Company�s
director nominees by telephone or via the Internet. Chemed
stockholders with questions about how to vote their shares should
contact the Company�s proxy solicitor, Innisfree M&A
Incorporated, toll-free at 877-825-8631.
Chemed�s 2009 Annual Meeting of Stockholders will be held on May
29, 2009 at 11:00 a.m., local time, at The Queen City Club, 331
East Fourth Street, Cincinnati, Ohio.
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
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.
Chemed (NYSE:CHE)
Historical Stock Chart
From Jul 2024 to Aug 2024
Chemed (NYSE:CHE)
Historical Stock Chart
From Aug 2023 to Aug 2024