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8-K - FORM 8-K - COMMUNITY HEALTH SYSTEMS INC | g25488e8vk.htm |
EX-99.2 - EX-99.2 - COMMUNITY HEALTH SYSTEMS INC | g25488exv99w2.htm |
Exhibit 99.1
COMMUNITY HEALTH SYSTEMS OFFERS TO ACQUIRE TENET HEALTHCARE
FOR $6.00 PER SHARE IN CASH AND STOCK
FOR $6.00 PER SHARE IN CASH AND STOCK
Combination Would Create Nations Largest Hospital Chain
$7.3
Billion Transaction Would Provide 40% Premium to Tenet Shareholders
FRANKLIN, Tenn., December 9, 2010 Community Health Systems, Inc. (NYSE: CYH) (CHS) today
announced that it has made an offer to acquire Tenet Healthcare Corporation (NYSE: THC) for $6.00
per share, including $5.00 per share in cash and $1.00 per share in CHS common stock, which
represents a premium of 40% over Tenets closing stock price today. In addition to receiving a
substantial cash premium, Tenet shareholders would share in the upside of the combined company
through the stock portion of the consideration.
The total value of the transaction would be approximately $7.3 billion, including $3.3 billion of
equity and approximately $4 billion of net debt. The offer was made in a letter to Tenets Board
of Directors on November 12, 2010, and rejected by Tenet on December 6, 2010. CHS today sent
another letter to the Tenet Board (see below).
The combination of CHS and Tenet would be both financially and strategically compelling. The
combined company would have approximately $22 billion in pro forma annual revenue and own or
operate 176 hospitals in 30 states with a total of 32,830 licensed beds. The acquisition
of Tenet is expected to be accretive to CHSs earnings per share in the first full year after
closing, excluding one-time costs.
CHS has a reputation for superior operating performance and a successful track record of
integrating acquisitions. CHS believes the complementary fit of the two companies, the geographic
proximity of their facilities, and the ability to enhance the operating efficiencies and best
practices of a combined organization would enable it to provide even higher quality care for
patients and broader and more effective services to the communities it serves.
CHSs financial advisor is Credit Suisse and its legal advisor is Kirkland & Ellis LLP.
CHS will hold a conference call to discuss this press release on Friday, December 10, 2010, at 9:30
a.m. Central, 10:30 a.m. Eastern time. Investors will have the opportunity to listen to a live
internet broadcast of the conference call by clicking on the Investor Relations link of the
Companys website at www.chs.net, or at www.earnings.com. To listen to the live call, please go to
the website at least fifteen minutes early to register, download and install any necessary audio
software. For those who cannot listen to the live broadcast, a replay will be available after the
call and will continue through January 10, 2011.
Below is the full text of the letter sent today by CHS to Tenet:
December 9, 2010
Board of Directors
Tenet Healthcare Corporation
1445 Ross Avenue
Dallas, Texas 75202
Tenet Healthcare Corporation
1445 Ross Avenue
Dallas, Texas 75202
Attention: | Mr. Trevor Fetter President and Chief Executive Officer |
Ladies and Gentlemen:
We were surprised and disappointed by your flat rejection of a transaction that would
provide a premium of approximately 40% to Tenet Healthcare Corporation shareholders. As you
know, Community Health Systems, Inc. (CHS) has offered to acquire all of the outstanding shares of Tenet at a price of $6.00 per share ($5.00 in cash and $1.00 in CHS stock). We
are convinced this transaction would be very attractive to Tenet shareholders and we do
not understand how you could state in your letter of December 6 that our proposal does not
offer even remotely fair value to Tenet shareholders.
Given your position, we have concluded it is now appropriate to publicly disclose our
proposal. This will allow Tenet shareholders to decide for themselves if they prefer the
substantial premium and high degree of certainty offered in this transaction or would
rather continue to accept the significant risk, especially in light of recent operating
performance, that Tenet can achieve greater present value for shareholders through execution
of its strategic plan in the years ahead.
The combination of CHS and Tenet is both financially and strategically compelling. At $6.00
per share, our proposal provides a 40% premium over Tenets closing stock price today which
is materially higher than the average premium paid in similar size transactions over the
last five years. In addition to receiving a substantial cash premium, Tenet shareholders
will share in the upside of the combination through the stock portion of the consideration,
which will be based on a fixed exchange ratio. The total value of the transaction would be
approximately $7.3 billion.
CHS is the nations largest publicly traded hospital company and a leading operator of
general acute care hospitals in non-urban and mid-size markets across the country, with a
reputation for superior operating performance and a successful track record of acquisitions.
The complementary fit of our two companies, the geographic proximity of
our facilities, and the ability to enhance the operating efficiencies and best practices of
a combined organization would enable us to provide even higher quality care for our patients
and broader and more effective services to the communities we serve. For physicians, the
breadth and strength of the combined company would offer attractive practice opportunities.
With expanded scale and market reach, the combined company would also be well positioned to
effectively navigate healthcare reform.
The combined company would have approximately $22 billion in annual revenue and own or
operate 176 hospitals in 30 states with a total of 32,830 licensed beds. The combined
companys facilities would be diversified across urban and non-urban markets.
CHS has an extremely successful acquisition and integration track record, most notably
evidenced by our acquisition of Triad Hospitals in 2007, and has demonstrated expertise in
achieving large-scale transactional and operational synergies. We expect this acquisition
to be accretive to our earnings per share in the first full year, excluding one-time costs.
It remains our strong desire to reach an agreement with Tenet. However, we are committed to
completing this transaction and will consider all alternatives necessary to do so. Our
proposal is based on our analysis of publicly available information. As we have made clear
to your advisors, we would welcome the opportunity to review any additional information you
provide and are prepared to recognize any additional value you can demonstrate.
We do not believe there are any financial or regulatory impediments to your shareholders
timely realization of this substantial premium. The cash portion of the consideration would
be financed with available cash on hand together with external debt financing. We have
analyzed this combination in detail with our financial advisors at Credit Suisse and are
highly confident that we can deliver a fully financed transaction. Prior to the execution
of the definitive transaction agreements, we anticipate receiving financing commitments in
an amount sufficient to fund the transaction. We have conducted a preliminary antitrust
review and do not believe the combination would give rise to any significant antitrust
issues. In addition, we do not expect the transaction would require approval by CHS
shareholders.
This transaction is a strategic priority for us and has the full attention of our management
team and the unanimous support of our Board of Directors. Accordingly, we and our financial
and legal advisors at Credit Suisse and Kirkland & Ellis LLP are prepared to devote the
resources necessary to complete our due diligence activities and
negotiate and execute mutually acceptable definitive documentation in an expedited manner.
I want to reiterate CHSs commitment to successfully completing this compelling transaction.
By refusing to negotiate with us, you are delaying your shareholders ability to receive
the substantial financial and strategic benefits of this transaction. We stand ready to
meet with you and your advisors to move this transaction forward without further delay.
Sincerely,
/s/ Wayne T. Smith | ||||
Wayne T. Smith | ||||
Chairman of the Board,
President and Chief Executive Officer |
About Community Health Systems, Inc.
Located in the Nashville, Tennessee, suburb of Franklin, Community Health Systems, Inc. is the
largest publicly traded hospital company in the United States and a leading operator of general
acute care hospitals in non-urban and mid-size markets throughout the country. Through its
subsidiaries, the Company currently owns, leases or operates 126 hospitals in 29 states with an
aggregate of approximately 19,400 licensed beds. Its hospitals offer a broad range of inpatient and
surgical services, outpatient treatment and skilled nursing care. In addition, through its
subsidiary Quorum Health Resources, LLC, the Company provides management and consulting services to
approximately 150 independent non-affiliated general acute care hospitals located throughout the
United States.
Forward-Looking Statements
Any statements made in this news release that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (Tenet), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as anticipate, expect, suggest,
plan, believe, intend, estimate, target, project, could, should, may, will,
would, continue, forecast, and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that many
factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors that may materially affect such forward-looking statements
include: our ability to successfully complete any proposed transaction or realize the anticipated
benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other
approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on
the anticipated schedule, and uncertainty of our expected financial performance following
completion of any proposed transaction. Forward-looking statements, like all statements in this
news release, speak only as of the date of this news release (unless another date is indicated). We
do not undertake any obligation to publicly update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. This news release relates to a business
combination transaction with Tenet proposed by the Company, which may become the subject of a
registration statement filed with the Securities and Exchange Commission (the SEC). This
material is not a substitute for any prospectus, proxy statement or any other document which the
Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web site maintained by
the SEC at www.sec.gov or by directing a request to Community Health Systems, Inc. at 4000
Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
The Company and its directors and executive officers and other persons may be deemed to be
participants in any solicitation of proxies from Tenets stockholders in respect of the proposed
transaction with Tenet. Information regarding the Companys directors and executive officers is
available in its proxy statement for its 2010 annual meeting of stockholders, which was filed with
the SEC on April 9, 2010. Other information regarding potential participants in such proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in any proxy statement filed in connection with the proposed
transaction.
Media Contacts:
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Investor Contacts: | |
Tomi Galin
|
W. Larry Cash | |
VP Corporate Communications
|
EVP & CFO | |
615-628-6607
|
615-465-7000 | |
George Sard/Anna Cordasco/Brooke Gordon
|
Lizbeth Schuler | |
Sard Verbinnen & Co
|
VP Investor Relations | |
212-687-8080
|
615-465-7000 |