|[July 21, 2014]
Gentiva Health Services Announces Receipt of Acquisition Proposal from Kindred Healthcare
ATLANTA --(Business Wire)--
Gentiva Health Services, Inc. (NASDAQ:GTIV) ("Gentiva") today announced
that it has received a conditional proposal from Kindred Healthcare,
Inc. ("Kindred") (NYSE: KND) to acquire all of the outstanding shares of
Gentiva common stock for $17.25 per share. Kindred has indicated that
this proposal is subject to "diligence to confirm that such additional
value is warranted." Gentiva's Board of Directors, in consultation with
its financial and legal advisors, will review the proposal carefully in
Gentiva stockholders do not need to take any action at this time in
relation to this proposal and stockholders are reminded not to tender
their shares into Kindred's outstanding partial tender offer for 14.9%
of the Company's shares at $16.00 per share.
Barclays and Edge Healthcare Partners are serving as financial advisors
to Gentiva and Greenberg Traurig, LLP is serving as legal advisor.
About Gentiva Health Services, Inc.
Gentiva Health Services, Inc. is one of the nation's largest providers
of home health, hospice and community care 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. GTIV-G
This press release contains statements that are forward looking.
Forward-looking statements include all statements that do not relate
solely to historical or current facts, and can be identified by the use
of words such as "expect," "intend," "plan," "believe," "project,"
"anticipate," "seek," "will," "likely," "estimate," "may," "continue,"
"deliver," and similar expressions of a future or forward-looking
nature. These statements include, but are not limited to: the long-term
value of strategic investments including One Gentiva and GentivaLink;
the effects of scale and market position in the healthcare industry; the
home health and hospice industry's being poisd for growth due to a
rapidly expanding base of Medicare-eligible and dual-eligible patients
and a return to more stable reimbursement trends; our prospects for
continued growth and stockholder value creation; and the view that under
the terms of Kindred's offer, our stockholders would sacrifice real
value and opportunity. All forward-looking statements are based on
current expectations regarding important risk factors and should not be
regarded as a representation by us or any other person that the results
expressed therein will be achieved. However, such statements involve
known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of Gentiva to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Gentiva assumes no obligation to revise or update any forward-looking
statements for any reason, except as required by law. Important factors
that could cause actual results to differ materially from those
contained in any forward-looking statement include: general economic and
business conditions; demographic changes; changes in, or failure to
comply with, existing governmental regulations; impact on Gentiva of
healthcare reform legislation and its implementation through
governmental regulations; legislative proposals for healthcare reform;
changes in Medicare, Medicaid and commercial payer reimbursement levels;
the outcome of any inquiries into Gentiva's operations and business
practices by governmental authorities; compliance with any corporate
integrity agreement affecting Gentiva's operations; effects of
competition in the markets in which Gentiva operates; liability and
other claims asserted against Gentiva; ability to attract and retain
qualified personnel; ability to access capital markets; availability and
terms of capital; loss of significant contracts or reduction in revenues
associated with major payer sources; ability of customers to pay for
services; business disruption due to severe weather conditions, natural
disasters, pandemic outbreaks, terrorist acts or cyber attacks;
availability, effectiveness, stability and security of Gentiva's
information technology systems; ability to successfully integrate the
operations of acquisitions Gentiva may make and achieve expected
synergies and operational efficiencies within expected time-frames;
ability to maintain compliance with financial covenants under Gentiva's
credit agreement; effect on liquidity of Gentiva's debt service
requirements; changes in estimates and judgments associated with
critical accounting policies and estimates; and other factors described
in other documents filed by Gentiva with the SEC (News - Alert).
This press release does not constitute an offer to buy or a solicitation
of an offer to sell any securities. In response to the tender offer for
the shares of Gentiva commenced by Kindred Healthcare Development 2,
Inc. and Kindred Healthcare, Inc., Gentiva has filed a
solicitation/recommendation statement on Schedule 14D-9 with the SEC.
INVESTORS AND STOCKHOLDERS OF GENTIVA ARE URGED TO READ THE SOLICITATION
/ RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain free copies of the
solicitation / recommendation statement and other documents filed with
the SEC by Gentiva free of charge through the website maintained by the
SEC at www.sec.gov.
In addition, Gentiva has made information relating to the tender offer
available online at http://investors.gentiva.com/sec.cfm.
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