- Filing of certain prospectuses and communications in connection with business combination transactions (425)
February 16 2011 - 3:17PM
Edgar (US Regulatory)
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: RehabCare Group, Inc.
Subject Company: RehabCare Group, Inc.
Commission File Number: 001-14655
The following letter was sent to certain physicians with which Rehabcare Group, Inc. has a business
relationship.
Dear Physician Partner:
As a valued physician partner, we wanted to let you know of an important announcement as soon as
possible. RehabCare has entered into an agreement with Kindred Healthcare for the acquisition of
RehabCare and its subsidiaries, including Triumph Healthcare. Enclosed, you will find the press
release announcing the transaction, which is targeted to close on or about June 30, 2011.
Blending the strengths of RehabCare and Kindred will establish the nations premier provider of
integrated and coordinated services along the post-acute care continuum in local markets. First
and foremost, this is about improving lives, and bringing together two strongly aligned
organizations with compassionate, dedicated teams of clinicians which will allow each of us to
deliver on our promise of helping patients regain their lives.
I do not anticipate any significant changes with the physician partnership in Dallas as a result of
this transaction. Upon close of the transaction, each of our 35 long-term acute care and
rehabilitation hospitals will become part of Kindreds Hospital Division. I will stay on with
Kindred in a senior executive position. As we work through the details of the transaction, the
Hospital management and support structure going forward will become clearer and we will keep you
updated on any anticipated changes.
For our hospitals and partners, the combination of our expertise will mean expanded clinical and
operational capabilities, broader reach, increased synergies and a stronger foundation for future
growth. As the largest provider of post-acute care, treating more than 60,000 patients each day, I
expect our combined company to have a greater opportunity to lead clinical advancements in
rehabilitation and long-term acute care and to promote policy change.
I will share additional details with you as soon as they become available. Until the transaction
closes, RehabCare and Kindred will continue to operate independently. As always we appreciate your
support. If you have any questions, please do not hesitate to contact me at 713-884-2204.
Sincerely,
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W.
Brock Hardaway
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Executive Vice President
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Additional Information About this Transaction
In connection with the proposed transaction between Kindred and RehabCare, Kindred will file with
the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 that will
include a joint proxy statement of Kindred and RehabCare that also constitutes a prospectus of
Kindred. RehabCare and Kindred will mail the definitive proxy statement/prospectus to their
respective stockholders.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the joint proxy statement/prospectus
(when available) and other related documents filed by RehabCare and Kindred with the SEC at the
SECs website at www.sec.gov. The joint proxy statement/prospectus (when available) and the other
documents filed by RehabCare and Kindred with the SEC may also be obtained for free by accessing
RehabCares website at www.rehabcare.com and clicking on the Investor Information link and then
clicking on the link for SEC Filings, and Kindreds website at www.kindredhealthcare.com and
clicking on the Investors link and then clicking on the link for SEC Filings.
Participants in this Transaction
RehabCare, Kindred, and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from their respective stockholders in favor of
the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of stockholders in connection with the proposed
transaction will be set forth in the joint proxy statement/prospectus when it is filed with the
SEC. You can find information about RehabCares executive officers and directors in its definitive
proxy statement filed with the SEC on March 23, 2010. You can find information about Kindreds
executive officers and directors in Kindreds definitive proxy statement filed with the SEC on
April 1, 2010. You can obtain free copies of these documents from RehabCare or Kindred,
respectively, from the RehabCare and Kindred websites using the contact information above.
Forward-Looking Statements
Information set forth in this document contains forward-looking statements, which involve a number
of risks and uncertainties. RehabCare cautions readers that any forward-looking information is not
a guarantee of future performance and that actual results could differ materially from those
contained in the forward-looking information. Such forward-looking statements include, but are not
limited to, statements about the benefits of the business combination transaction involving
RehabCare and Kindred, including future financial and operating results, the combined companys
plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the ability to obtain regulatory approvals of the transaction on
the proposed terms and schedule; the failure of RehabCare and Kindred stockholders to approve the
transaction; failure to obtain the necessary financing for the transaction; the failure to
consummate or delay in consummating the proposed merger for other reasons; the outcome of pending
or potential litigation or governmental investigations; the risk that the businesses will not be
integrated successfully or such integration may be more difficult, time-consuming or costly than
expected; uncertainty of the expected financial performance of Kindred following completion of the
proposed transaction; Kindreds ability to achieve the cost savings and synergies contemplated by
the proposed transaction within the expected time frame; disruption from the proposed transaction
making it more difficult to maintain relationships with customers, employees or suppliers; and
general economic conditions that are less favorable than expected. Additional factors that may
affect future results are contained in RehabCares and Kindreds filings with the SEC, which are
available at the SECs web site at www.sec.gov. Many of these factors are beyond the control of
RehabCare or Kindred. RehabCare and Kindred disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.
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