2
Forward-Looking Statements
Additional
Information
About
this
Transaction
In connection with the pending transaction with RehabCare Group,
Inc. (RehabCare), Kindred Healthcare, Inc. (Kindred) has
filed with the Securities and Exchange
Commission (the SEC) a
Registration Statement on Form S-4 (commission file number 333-173050) that includes a joint proxy statement of Kindred and RehabCare that
also constitutes a prospectus of Kindred. The registration statement was
declared effective by the SEC on April 26, 2011. Kindred and RehabCare mailed the definitive
joint
proxy
statement/prospectus
to
their
respective
stockholders
on
or
about
April
28,
2011.
WE
URGE
INVESTORS
AND
SECURITY
HOLDERS
TO
READ
THE
JOINT
PROXY
STATEMENT/PROSPECTUS
REGARDING
THE
PENDING
TRANSACTION
BECAUSE
IT
CONTAINS
IMPORTANT
INFORMATION
.
You may obtain a free
proxy statement/prospectus 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 pending transaction. You can find
information about Kindreds executive officers and directors in the joint proxy
statement/prospectus. You can find information about RehabCares
executive officers and directors in its amended Form 10-K filed with the SEC on April 28, 2011. You
can obtain a free copy 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 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
stockholders 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
Kindred 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,
obligation to update and revise statements contained in these materials based on
new information or otherwise.
which
are
available
at
the
SECs
web
site
at
Many of these factors are beyond the control of Kindred or RehabCare.
Kindred and RehabCare disclaim any
copy
of
the
joint
proxy
statement/prospectus
and
other
related
documents
filed
by
Kindred
and
RehabCare
with
the
SEC
at
the
SECs
website
at
The joint
www.sec.gov
.
www.sec.gov
.
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