[July 28, 2014] |
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Kindred Healthcare Announces Expiration of Tender Offer for Gentiva
LOUISVILLE, Ky. --(Business Wire)--
Kindred Healthcare, Inc. ("Kindred" or "the Company") (NYSE:KND) today
announced the expiration of its amended tender offer to purchase 14.9%
of the outstanding shares of Gentiva Health Services, Inc. ("Gentiva")
(NASDAQ:GTIV) for $16.00 per share in cash. At the expiration of the
offer, certain conditions of the offer had not been satisfied and
Kindred had not waived those conditions. Accordingly, no shares of
common stock of Gentiva were purchased by Kindred pursuant to the offer,
and all tendered shares will be returned promptly.
Kindred is prepared to enter into appropriate confidentiality and
standstill agreements with Gentiva in order to facilitate discussions
regarding the proposed combination of Kindred and Gentiva.
Citigroup is acting as financial advisor to Kindred. Cleary Gottlieb
Steen & Hamilton LLP is acting as legal advisor and Gibson, Dunn &
Crutcher LLP is serving as special counsel to Kindred.
Forward-Looking Statements
This press release includes forward-looking statements, including, but
not limited to, statements regarding the tender offer for Gentiva common
stock and the Company's proposed business combination transaction with
Gentiva (including financing of the proposed transaction and the
benefits, results, effects and timing of a transaction), all statements
regarding the Company's (and the Company and Gentiva's combined)
expected future financial position, results of operations, cash flows,
dividends, financing plans, business strategy, budgets, capital
expenditures, competitive positions, growth opportunities, plans and
objectives of management, and statements containing the words such as
"anticipate," "approximate," "believe," "plan," "estimate," "expect,"
"project," "could," "would," "should," "will," "intend," "may,"
"potential," "upside," and other similar expressions. Statements in this
press release concerning the business outlook or future economic
performance, anticipated profitability, revenues, expenses, dividends or
other financial items, and product or services line growth of the
Company (and the combined businesses of the Company and Gentiva),
together with other statements that are not historical facts, are
forward-looking statements that are estimates reflecting the best
judgment of the Company based upon currently available information.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that actual
results may differ materially from the Company's expectations as a
result of a variety of factors, including, without limitation, those
discussed below, set forth in the Company's Annual Report on Form 10-K
and in its reports on Forms 10-Q and 8-K. Such forward-looking
statements are based upon management's current expectation and include
known and unknown risks, uncertainties and other factors, many of which
the Company is unable to predict or control, that may cause the
Company's actual results, performance or plans with respect to Gentiva,
to differ materially from any future results, performance or plans
expressed or implied by such forward-looking statements. These
statements involve risks, uncertainties and other factors discussed
below and detailed from time to time in the Company's filings with the
Securities and Exchange Commission (the "SEC (News - Alert)").
Risks and uncertainties related to the tender offer and proposed
transaction with Gentiva include, but are not limited to, uncertainty as
to whether the Company will further pursue, enter into or consummate the
offer or any transaction on the proposed terms or on other terms,
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the offer or any
transaction, uncertainties as to the timing of the offer or any
transaction, adverse effects on the Company's stock price resulting from
the announcement or consummation of the offer or any transaction or any
failure to complete the offer or any transaction, competitive responses
to the announcement or consummation of the offer or any transaction, the
risk that regulatory, licensure or other approvals and financing
required for the consummation of the offer or any transaction are not
obtained or are obtained subject to terms and conditions that are not
anticipated, costs and difficulties related to the integration of
Gentiva's businesses and operations with the Company's businesses and
operations, the inability to obtain, or delays in obtaining, cost
savings and synergies from the offer or any transaction, uncertainties
as to whether the consummation of the offer or any transaction will have
the accretive effect on our earnings or cash flows that we expect,
unexpected costs, liabilities, charges or expenses resulting from the
offer or any transaction, litigation relating to the offer or any
transaction, the inability to retain key personnel, and any changes in
general economic and/or industry-specific conditions.
Many of these factors are beyond the Company's control. The Company
cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance. The Company disclaims
any obligation to update any such factors or to announce publicly the
results of any revisions to any of the forward-looking statements to
reflect future events or developments.
Additional Information
This press release is provided for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer to
sell any securities of Gentiva. The solicitation and offer to buy
Gentiva common stock have been made pursuant to an offer to purchase and
related materials, as they may be amended from time to time. Investors
and shareholders should read those filings carefully as they contain
important information, including the terms and conditions of the offer.
The offer to purchase and related materials, as well as Kindred's other
public filings have been filed with the SEC and may be obtained without
charge at the SEC's website at www.sec.gov
and at Kindred's website at www.kindredhealthcare.com.
The offer to purchase and related materials may also be obtained for
free by contacting the information agent for the tender offer, D.F. King
& Co., Inc. at (212) 269-5550 (collect) or (800) 859-8508 (toll-free) or
by email at gentivaoffer@dfking.com.
About Kindred Healthcare
Kindred Healthcare, Inc., a top-150 private employer in the United
States, is a FORTUNE 500 healthcare services company based in
Louisville, Kentucky with annual revenues of $5 billion and
approximately 63,000 employees in 47 states. At June 30, 2014, Kindred
through its subsidiaries provided healthcare services in 2,353
locations, including 97 transitional care hospitals, five inpatient
rehabilitation hospitals, 98 nursing centers, 21 sub-acute units, 153
Kindred at Home hospice, home health and non-medical home care
locations, 104 inpatient rehabilitation units (hospital-based) and a
contract rehabilitation services business, RehabCare, which served 1,875
non-affiliated facilities. Ranked as one of Fortune magazine's Most
Admired Healthcare Companies for six years in a row, Kindred's 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.

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