Kindred Healthcare, Inc. ("Kindred" or the "Company") (NYSE:KND) today
sent the following letter to the board of directors of Gentiva Health
Services, Inc. ("Gentiva")(NASDAQ:GTIV):
We are writing to you, and the entire board of directors of
Gentiva, regarding the reports in the marketplace that Gentiva may
be pursuing an acquisition of Amedisys (NASDAQ:AMED). We are
concerned that, while refusing to discuss Kindred's highly
attractive cash offer, the Gentiva board may be pursuing a course
that would disenfranchise its shareholders through a
value-destroying and highly levered transaction with Amedisys.
As you know, our all-cash offer of $14.50 per share represents a
70% premium to Gentiva's closing share price on May 14, 2014 (the
day prior to Kindred making its proposal public), and would
deliver immediate and certain value to Gentiva shareholders. In
addition, we have expressed a willingness to offer cash and stock
in a structure that would allow Gentiva shareholders to
participate further in the synergies and upside potential of the
proposed combination (which many Gentiva shareholders have told us
they would prefer). We have also indicated that we would be
prepared to consider increasing the value of our offer if Gentiva
were to commence discussions and demonstrate additional value.
This press release includes forward-looking statements. These
forward-looking statements include, but are not limited to, statements
regarding the Company's ability to complete the Offering, the Company's
anticipated use of proceeds from the Offering, the Company's proposed
acquisition, 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 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 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 expectations 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 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 detailed from time to time in the Company's filings with the SEC.
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.
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 firstname.lastname@example.org.
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 March 31, 2014, Kindred
through its subsidiaries provided healthcare services in 2,313
locations, including 100 transitional care hospitals, five inpatient
rehabilitation hospitals, 99 nursing centers, 22 sub-acute units, 157
Kindred at Home hospice, home health and non-medical home care
locations, 105 inpatient rehabilitation units (hospital-based) and a
contract rehabilitation services business, RehabCare, which served 1,825
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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