- Filing of certain prospectuses and communications in connection with business combination transactions (425)
March 10 2011 - 4:56PM
Edgar (US Regulatory)
Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Filing Person: Kindred Healthcare, Inc.
Commission File No.: 001-14057
Subject Company: RehabCare Group, Inc.
Commission File No.: 001-14655
Dear Colleague,
It is my pleasure to bring to you our second edition of Combining Our Strengths, which is dedicated to
sharing updates and answering your questions as we move forward in joining the two companies together. As expected, the transition with RehabCare and Kindred continues to go smoothly. Thank you for your commitment to your patients and customers, and
for your efforts to ensure that they continue to receive the high quality, person-centered care that they rely on from RehabCare.
In my last
communication, I encouraged you to share any questions you had about the transition to Patti Williams, Brock Hardaway, Mary Pat Welc or Pat Henry. We received some good questions this week, and moving forward I would also encourage you to submit any
questions to any of those four individuals, or the RehabCare Ask the CEO email inbox at asktheceo@rehabcare.com.
Keep in mind that as we
move forward in the integration to Combine the Strengths of RehabCare and Kindred, this newsletter will respond to those questions that we receive. No matter how small the question, we want to be sure that every question from a RehabCare or Triumph
employee is addressed.
Let me take a few moments to respond to the questions we received this week:
Are there any changes in pay and benefits in 2011? Are there going to be pay cuts in 2012?
Your base pay will not be reduced in 2011, and we have no plans to reduce pay going forward. We understand that competitive pay rates are important and our employees are valuable. As we indicated in last
weeks Combining Our Strengths, Kindred provides merit increases based on employee performance, which may be discussed during annual evaluations.
I am always interested in training. What is the Kindred philosophy regarding offsite and corporate training? I
am at the director level and feel training is essential in the organization and for me professionally.
Our goal is to attract, retain and
develop outstanding professionals in the field and at the corporate (support center) level and to provide employees with the tools and training which enable you to continue to excel. At Kindred we are committed to training and growth
as part of our philosophy. We offer many continued education opportunities on line and in person as well as tuition reimbursement for all employees, leadership training and an annual Clinical Impact Symposium. We will be providing more
details about training and development opportunities shortly after the close.
Are there outplacement services for the St. Louis employees?
Yes, all employees who require outplacement services will have ready access to such programs. As compared with typical outplacement services,
there will be increased assistance for those employees that will not transition forward including a longer support period. Services will also feature one-on-one coaching sessions, access to counselors and direct help with resumes. More information
and details will be provided in the coming weeks.
Can you give me more information regarding severance?
Kindred will retain 98.5% of all employees after the close. For those employees that will not transition forward we will honor your current RehabCare severance
guidelines.
continued
Is there a way to find out for the Kansas region whether we will be offered United Health or Anthem BCBS? I
have heard of difficulties finding in-network providers with UHC in the Wichita, Kansas region.
Every year, we reevaluate our health benefit
plans and our network providers, however we require that the
availability of in-network providers must be robust in each market. This assures that our
employees have ready access to health care services. At Kindred, we have been committed to providing our employees with affordable and flexible benefits programs. As our caregeivers and therapists provide exceptional care for patients and customers
each day, we want to be sure you care for yourselves as well.
How will Kindred address outsourcing of
pharmacy & rehab in
Triumph?
There will be no change in business practices regarding the outsourcing of pharmacy and rehab for 2011. Decisions about how we will
proceed after that have not yet been determined.
We are committed to ensuring all of your questions are answered, so please submit any and all
questions you may have to
asktheceo@rehabcare.com
or share it with
Patti Williams (corporate)
at
pswilliams@rehabcare.com,
Brock
Hardaway (Triumph)
at
bhardaway@triumph-healthcare.com,
Mary Pat Welc (HRS)
at
mpwelc@rehabcare.com,
or Pat Henry (SRS)
at
pmhenry@rehabcare.com.
Thank you for
your support and continued patience as we move through this process.
Thanks for all you do!
Benjamin A. Breier
Chief Operating
Officer
continued
Please feel free to print this out and post it on your bulletin board.
Additional Information About this Transaction
In connection with the proposed 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.
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 Kindred and RehabCare with the SEC at the SECs website at www.sec.gov. The joint proxy statement/ prospectus (when available) and the other
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.
Participants in this Transaction
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 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 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.
Forward-Looking Statements
Information set forth in this document 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, which are available at the SECs web site at www.sec.gov. Many of these factors are beyond the control of
Kindred or RehabCare. Kindred and RehabCare disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Rehabcare (NYSE:RHB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Rehabcare (NYSE:RHB)
Historical Stock Chart
From Jul 2023 to Jul 2024