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8-K - FORM 8-K - REHABCARE GROUP INC | c64029e8vk.htm |
Exhibit 99.1
Contact:
|
Richard A. Lechleiter Executive Vice President and Chief Financial Officer (502) 596-7734 |
Contact: | Jay W. Shreiner Executive Vice President and Chief Financial Officer (314) 659-2189 |
HART-SCOTT-RODINO ACT WAITING PERIOD TERMINATED
FOR KINDRED HEALTHCARES ACQUISITION OF REHABCARE GROUP
FOR KINDRED HEALTHCARES ACQUISITION OF REHABCARE GROUP
LOUISVILLE, Ky. and ST. LOUIS, Mo. (April 11, 2011) Kindred Healthcare, Inc. (Kindred)
(NYSE:KND) and RehabCare Group, Inc. (RehabCare) (NYSE:RHB) today jointly announced that the
waiting period under the Hart-Scott-Rodino Improvement Act of 1976 for Kindreds previously
announced acquisition of RehabCare was terminated on April 8, 2011.
On February 8, 2011, Kindred and RehabCare announced that Kindred had agreed to acquire
RehabCare pursuant to which each holder of RehabCare common stock will receive $26.00 per share in
cash and 0.471 of a share of Kindred common stock. The transaction is expected to close by June
30, 2011. The acquisition is subject to certain conditions, including approvals by the
stockholders of both companies, consummation of financing in accordance with the terms of
commitment letters obtained by Kindred, and the receipt of certain licensure and regulatory
approvals.
About Kindred Healthcare
Kindred Healthcare, Inc., a top-200 private employer in the United States, is a FORTUNE 500
healthcare services company based in Louisville, Kentucky with annual revenues of over $4.3 billion
and approximately 56,800 employees in 40 states. At December 31, 2010, Kindred through its
subsidiaries provided healthcare services in 696 locations, including 89 long-term acute care
hospitals, 226 nursing and rehabilitation centers and a contract rehabilitation services business,
Peoplefirst rehabilitation services, which served 381 non-affiliated facilities. Ranked as one of
Fortune magazines Most Admired Healthcare Companies three years in a row, Kindreds mission is to
promote healing, provide hope, preserve dignity and produce value for each patient, resident,
family member, customer, employee and shareholder we serve. For more information, go to
www.kindredhealthcare.com.
About RehabCare Group
Established in 1982 and headquartered in St. Louis, MO, RehabCare Group, Inc.
(www.rehabcare.com) is a leading provider of post-acute care, owning and operating 34 long-term
acute care and rehabilitation hospitals and providing program management services in partnership
with over 1,250 hospitals and skilled nursing facilities in 42 states and Puerto Rico. RehabCare
is included in the Russell 2000 and Standard and Poors Small Cap 600 Indices.
Additional Information About this Transaction
In connection with the pending transaction with RehabCare Group, Inc., Kindred Healthcare,
Inc. 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. Kindred and RehabCare will mail the definitive joint proxy
statement/prospectus to their respective stockholders after the Registration Statement has been
declared effective by the SEC. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PENDING TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT
INFORMATION.
MORE
Hart-Scott-Rodino Act Waiting Period Terminated for Kindred Healthcares Acquisition of RehabCare Group
Page 2
April 11, 2011
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April 11, 2011
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 pending transaction. You can find information about Kindreds executive officers and
directors in Kindreds joint proxy statement/prospectus. 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 a free copy of these documents from Kindred or RehabCare,
respectively, using the contact information above.
Forward-Looking Statements
Information set forth in this press release 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, 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.
END