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8-K - FORM 8-K - ODYSSEY HEALTHCARE INC | d73301e8vk.htm |
EX-4.1 - EX-4.1 - ODYSSEY HEALTHCARE INC | d73301exv4w1.htm |
EX-2.1 - EX-2.1 - ODYSSEY HEALTHCARE INC | d73301exv2w1.htm |
Exhibit 99.1
Press Release
Gentiva Health Services to Acquire Odyssey HealthCare, Creating A Leading US Hospice Care
Provider
Provider
- All-cash Transaction for $27 per Odyssey Share
- Conference call scheduled for today, May 24, at 10:00 a.m. ET -
ATLANTA & DALLAS, May 24, 2010 Gentiva Health Services, Inc. (Nasdaq: GTIV) (Gentiva or the
Company) and Odyssey HealthCare, Inc. (Nasdaq: ODSY) (Odyssey) announced today that they have
entered into a definitive merger agreement whereby Gentiva will acquire Odyssey in an all cash
transaction for a price of $27 per share of Odyssey common stock, for an aggregate purchase price
of approximately $1.0 billion.
Founded in 1996 and based in Dallas, Texas, Odyssey is one of the leading providers of hospice care
in the US in terms of both average daily patient census and number of locations. Gentiva, which is
among the leading home healthcare providers in the US, anticipates that the combination of
Odysseys and Gentivas existing hospice operations will create a leading hospice care provider in
the US, with a combined average daily patient census of approximately 14,000 and operations in 30
states. Additionally, we anticipate the combination of the two companies will create the largest
US healthcare provider focused on home health and hospice services.
Based on results from continuing operations for the respective companies 2009 fiscal years, we
anticipate that the combination of Gentiva and Odyssey will create a company with more than $1.8
billion in annual revenue, comprised of approximately 60% in home healthcare revenue and
approximately 40% in hospice revenue. Gentiva expects the transaction to be accretive to adjusted
earnings per share, exclusive of one-time costs, within the first 12 months following closing.
We are delighted to welcome the Odyssey employees to the Gentiva family, said Gentiva CEO and
President Tony Strange. The combination of the two companies clearly positions us as a leader in
both home health and hospice care in the United States. The two companies share similar geography
between Gentivas home health operations and Odysseys hospice operations, with very little overlap
between the two companies hospice programs. We believe that Odyssey is the nations premiere
hospice provider and we are excited to partner with an organization that shares our commitment to
quality patient care.
This agreement represents an exciting opportunity to provide Odysseys stockholders with
significant, immediate and certain value, while also accelerating our strategy, said Robert A.
Lefton, President and Chief Executive Officer of Odyssey HealthCare. With Gentiva, we are
bringing together two complementary businesses that are positioned for continued leadership in the
hospice industry. We believe Gentiva shares our commitment for compassionate, personalized care,
and we look forward to
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339
better serving our patients and their families with the enhanced resources and depth of the
combined company.
The transaction was unanimously approved by the Board of Directors of Gentiva. Odysseys Board of
Directors has also unanimously approved the agreement and recommended that Odysseys shareholders
approve the merger.
The transaction is expected to close in the third quarter of 2010 and is subject to standard
closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Act as
well as approval by Odysseys stockholders. Gentiva expects to raise approximately $1.1 billion in
new debt financing to fund the purchase price and to refinance existing debt. The Company has
secured a financing commitment for the transaction from a syndicate of leading financial
institutions, including BofA Merrill Lynch, Barclays Bank PLC, General Electric Capital
Corporation, and SunTrust Bank and SunTrust Robinson Humphrey, Inc.
Edge Healthcare Partners, LLC, a division of Edge Corporate Finance, LLC is acting as financial
advisor to Gentiva. Greenberg Traurig, LLP is acting as legal advisor to Gentiva. BofA Merrill
Lynch and Barclays Capital Inc. served as advisors to Gentiva and both firms are serving in lead
advisor roles with respect to the financing of the transaction.
Goldman, Sachs & Co. is acting as financial advisor to the Board of Directors of Odyssey. K&L Gates
LLP is acting as legal advisor to Odyssey.
Cahill Gordon & Reindel LLP is acting as legal advisor to the financing sources.
Conference Call and Webcast Details
The Company will comment further on the transaction during a conference call and live webcast to be
held Monday, May 24, 2010 at 10:00 a.m. Eastern Time. To participate in the call from the United
States, Canada or an international location, dial (973) 935-2408 and reference call # 77766759. The
webcast is an audio-only, one-way event. Webcast listeners who wish to ask questions must
participate in the conference call. Log onto http://investors.gentiva.com/events.cfm to hear the
webcast. A replay of the call will be available on May 24, beginning at approximately 1:00 p.m. ET,
and will remain available continuously through May 31. To listen to a replay of the call from the
United States, Canada or international locations, dial (800) 642-1687 or (706) 645-9291 and enter
the following PIN at the prompt: 77766759. Visit http://investors.gentiva.com/events.cfm to access
the webcast archive. This press release is accessible at http://investors.gentiva.com/releases.cfm
and a transcript of the conference call is expected to be available on the site within 48 hours
after the call.
About Odyssey HealthCare, Inc.
Based in Dallas, Texas, Odyssey is one of the largest providers of hospice care in the country in
terms of both average daily patient census and number of locations. Odyssey seeks to improve the
quality of life of terminally ill patients and their families by providing care directed at
managing pain and other discomforting symptoms and by addressing the psychosocial and spiritual
needs of patients and their families.
About Gentiva Health Services, Inc.
Gentiva Health Services, Inc. is a leading provider of home health and hospice services, delivering
innovative, high quality care to patients across the United States. Gentiva is a single source for
skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services;
social work; nutrition; disease management education; help with daily living activities; and other
therapies and services. For more information, visit Gentivas web site, http://www.gentiva.com, and
its investor relations section at http://investors.gentiva.com. GTIV-G
Additional Information and Where to Find It
Odyssey intends to file with the Securities and Exchange Commission a preliminary proxy statement
and a definitive proxy statement and other relevant materials in connection with the transaction.
The definitive proxy statement will be sent or given to the stockholders of Odyssey. Before making
any voting or investment decision with respect to the transaction, investors and stockholders of
Odyssey are urged to read the proxy statement and the other relevant materials when they become
available because they will contain important information about the transaction. The proxy
statement and other relevant materials (when they become available), and any other documents filed
by Odyssey with the SEC, may be obtained free of charge at the SECs website at www.sec.gov, or
from Odyssey by directing a request to Odysseys Investor Relations Department at toll free phone
number 888-922-9711, email address InvestorRelations@odsyhealth.com or through the Odyssey Web site
www.odsyhealth.com under Investor Relations InfoRequest.
Participants in the Solicitation
Odyssey and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Odyssey stockholders in connection with the transaction. Information
about Odysseys directors and executive officers is set forth in Odysseys proxy statement on
Schedule 14A filed with the SEC on April 5, 2010 and Odysseys Annual Report on Form 10-K filed on
March 10, 2010. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the merger will be included in the proxy statement that Odyssey
intends to file with the SEC.
Forward-Looking Statement
This press release contains forward-looking statements that involve risks, uncertainties and
assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the
results of Gentiva and its consolidated subsidiaries could differ materially from those expressed
or implied by such forward-looking statements and assumptions. All statements other than statements
of historical fact are statements that could be deemed forward-looking statements, including the
expected benefits and costs of the transaction; management plans relating to the transaction; the
expected timing of the completion of the transaction; the ability to complete the transaction
considering the various closing conditions, including those conditions related to regulatory
approvals; any statements of the plans, strategies and objectives of management for future
operations, including the execution of integration plans; any statements of expectation or belief;
and any statements of assumptions underlying any of the
foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may
not materialize as expected; that the transaction may not be timely completed, if at all; that,
prior to the completion of the transaction, the target companys business may not perform as
expected due to transaction-related uncertainty or other factors; that the parties are unable to
successfully implement integration strategies; and other risks that are described in Gentivas SEC
reports, including but not limited to the risks described in Gentivas Annual Report on Form 10-K
for its fiscal year ended January 3, 2010. Gentiva assumes no obligation and does not intend to
update these forward-looking statements.
For Further Information
For Gentiva:
Financial and Investor Contact:
Eric Slusser
770-951-6101
eric.slusser@gentiva.com
770-951-6101
eric.slusser@gentiva.com
or Brandon Ballew
770-221-6700
brandon.ballew@gentiva.com
brandon.ballew@gentiva.com
Media Contact:
Scott Cianciulli
Brainerd Communicators
212-986-6667
cianciulli@braincomm.com
Brainerd Communicators
212-986-6667
cianciulli@braincomm.com
For Odyssey HealthCare:
Investors:
R. Dirk Allison
Senior Vice President and Chief Financial Officer, Odyssey HealthCare, Inc.
214-922-9711
Senior Vice President and Chief Financial Officer, Odyssey HealthCare, Inc.
214-922-9711
Media:
Andy Brimmer / Tim Lynch
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449