2
Forward-Looking Statements
In connection with the pending transaction with RehabCare Group, Inc. (RehabCare), Kindred
Healthcare, Inc. (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. Kindred and RehabCare will mail the definitive proxy statement/prospectus to their
respective stockholders.
You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related
documents filed by
Kindred and RehabCare with the SEC may also be obtained for free by accessing Kindreds website
at www.kindredhealthcare.com and clicking on the Investors link and
then clicking on
the link for SEC Filings or by accessing RehabCares website at www.rehabcare.com and clicking on the Investor Information link and then clicking on
the link for SEC Filings.
Kindred, RehabCare 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 pending 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 pending transaction will be set forth in the joint
proxy statement/prospectus when it is filed with the SEC. 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 find information about
RehabCares executive officers and directors in its definitive proxy statement filed with the SEC
on March 23, 2010. You can obtain free copies of these documents from
Kindred or
RehabCare, respectively, using the contact information above.
Information set forth in this presentation contains forward-looking statements, which involve a
number of risks and uncertainties. Kindred and RehabCare caution 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 Kindred and
RehabCare,
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: (a) the receipt of all required licensure and
regulatory
approvals and the satisfaction of the closing conditions to the acquisition of RehabCare by Kindred, including approval of the pending transaction by the
shareholders of the respective companies, and Kindreds ability to complete the required
financing as contemplated by the financing commitment; (b) Kindreds ability to
integrate
the operations of the acquired hospitals and rehabilitation services operations and realize the anticipated revenues, economies of scale, cost synergies and
productivity gains in connection with the RehabCare acquisition and any other acquisitions that may be
undertaken during 2011, as and when planned, including the
potential for unanticipated issues,
expenses and liabilities associated with those acquisitions and the risk that RehabCare fails to meet its expected financial and operating
targets; (c) the potential for diversion of management time and resources in seeking to complete the
RehabCare acquisition and integrate its operations; (d) the potential
failure to retain key
employees of RehabCare; (e) the impact of Kindreds significantly increased levels of indebtedness as a result of the RehabCare acquisition on
Kindreds funding costs, operating flexibility and ability to fund ongoing operations with
additional borrowings, particularly in light of ongoing volatility in the credit and
capital
markets; (f) the potential for dilution to Kindred stockholders as a result of the RehabCare acquisition; and (g) the ability of the Company to operate pursuant to the
terms of its debt obligations, including Kindreds obligations under financings undertaken to
complete the RehabCare acquisition, and the ability of Kindred to operate
pursuant to its
master lease agreements with Ventas, Inc. (NYSE:VTR). Additional factors that may affect future results are contained in Kindreds and RehabCares filings
with the SEC,
and RehabCare disclaim any obligation to update and revise statements contained in these
materials based on new information or otherwise.
Additional
Information
About
this
Transaction
Kindred
and
RehabCare
with
the
SEC
at
the
SECs
website
at
The
joint
proxy
statement/prospectus
(when
available)
and
the
other
documents
filed
by
Participants
in
this
Transaction
Forward-Looking
Statements
which
are
available
at
the
SECs
web
site
at
Many
of
these
factors
are
beyond
the
control
of
Kindred
or
RehabCare.
Kindred
and
WE URGE INVESTORS AND SECURITY HOLDERS
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PENDING TRANSACTION WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION.
www.sec.gov
.
www.sec.gov
.
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