Community Health Systems and Health Management Associates Receive FTC Clearance for CHS’s Proposed Acquisition of HMA
January 22 2014 - 5:40PM
Business Wire
Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health
Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today
that they have reached an agreement with the Federal Trade
Commission (“FTC”) which will allow CHS to complete its acquisition
of HMA. Under the terms of the agreement, CHS is required to divest
two acute care facilities and related outpatient businesses
currently owned by subsidiaries of HMA: Riverview Regional Medical
Center, a 281-bed hospital located in Gadsden, Alabama, and
Carolina Pines Regional Medical Center, a 116-bed hospital in
Hartsville, South Carolina. CHS does not expect these divestitures
to have a meaningful impact on the combined company’s financial
operations or cost-savings. The completion of the HMA acquisition
is not contingent on the immediate divestiture of these facilities,
but the divestitures are required to be completed no later than six
months after the FTC’s order is issued. Approval for CHS’s
acquisition of HMA has also been received from the West Virginia
Health Care Authority with respect to HMA’s facility in Williamson,
West Virginia.
The HMA acquisition is expected to be completed by the end of
January 2014. Under the terms of the transaction, CHS will acquire
each issued and outstanding share of the common stock of HMA for
$10.50 in cash, 0.06942 of a share of CHS common stock, and a
Contingent Value Right, which could yield additional cash
consideration of up to $1.00 per share, depending on the outcome of
certain litigation matters.
About CHS
Located in the Nashville, Tennessee, suburb of Franklin,
Community Health Systems, Inc. is one of the largest
publicly-traded hospital companies in the United States and a
leading operator of general acute-care hospitals in non-urban and
mid-size markets throughout the country. Through its subsidiaries,
the Company currently owns, leases or operates 135 hospitals in 29
states with an aggregate of approximately 20,000 licensed beds. Its
hospitals offer a broad range of inpatient and surgical services,
outpatient treatment and skilled nursing care. In addition, through
its subsidiary, Quorum Health Resources, LLC, the Company provides
management and consulting services to non-affiliated general
acute-care hospitals located throughout the United States. Shares
in Community Health Systems, Inc. are traded on the New York Stock
Exchange under the symbol “CYH.”
About HMA
Health Management Associates, Inc., through its affiliates, owns
and manages hospitals and ambulatory surgery centers in small
cities and selected larger urban markets. HMA currently operates 71
hospitals in 15 states with approximately 11,000 licensed beds.
Shares in Health Management Associates are traded on the New York
Stock Exchange under the symbol “HMA.”
Forward-Looking Statements
Certain statements contained in this communication may
constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the expected
timing of the completion of the merger, the benefits of the merger,
including future financial and operating results, the combined
company’s plans, objectives and expectations and other statements
that are not historical facts. Such statements are based on the
views and assumptions of the management of CHS and HMA and are
subject to significant risks and uncertainties. Actual future
events or results may differ materially from these statements. Such
differences may result from the following factors: the ability to
close the transaction on the proposed terms and within the
anticipated time period, or at all, which is dependent on the
parties’ ability to satisfy certain closing conditions; the risk
that the benefits of the transaction, including cost savings and
other synergies may not be fully realized or may take longer to
realize than expected; the impact of the transaction on third-party
relationships; actions taken by either of the companies; changes in
regulatory, social and political conditions, as well as general
economic conditions. Additional risks and factors that may affect
results are set forth in HMA’s and CHS’s filings with the
Securities and Exchange Commission, including each company’s most
recent Annual Report on Form 10-K or Form 10-K/A and Quarterly
Report on Form 10-Q or 10-Q/A.
The forward-looking statements speak only as of the date of this
communication. Neither CHS nor HMA undertakes any obligation to
update these statements.
Community Health Systems, Inc.Investor Relations:W. Larry Cash,
615-465-7000Executive Vice President and Chief Financial
OfficerorMedia Relations:Tomi Galin, 615-628-6607Vice President,
Corporate CommunicationsorHealth Management Associates,
Inc.Investor Relations:John Merriwether, 239-598-3131Vice
President, Investor RelationsorMedia Relations:MaryAnn Hodge,
239-598-3131Vice President, Marketing & Communications
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