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Forward-Looking Statements
Additional Information About this Transaction
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.
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.
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
SEC’s
website
at
.
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
Kindred’swebsite
at
www.kindredhealthcare.com
and
clicking
on
the
“Investors”
link
and
then
clicking
on
the
link
for
“SEC
Filings”
or
by
accessing
RehabCare’s
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 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 Kindred’s executive officers and directors in Kindred’s
definitive proxy statement filed with the SEC on April 1, 2010. You can find information about
RehabCare’s 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 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
company’s
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 Kindred’s ability to complete
the required financing as contemplated by the financing commitment; (b) Kindred’s 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 Kindred’s significantly
increased levels of indebtedness as a result of the RehabCare acquisition on Kindred’s 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 Kindred’s 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 Kindred’s and RehabCare’s filings with the SEC,
which
are
available
at
the
SEC’s
web
site
at
.
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.
2
www.sec.gov
www.sec.gov
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