Kindred Reminds Stockholders to Vote “FOR” the Value Maximizing
Transaction Today
LOUISVILLE, Ky.--(BUSINESS WIRE)--Mar. 19, 2018--
Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today
announced that leading independent proxy advisory firm Institutional
Shareholder Services Inc. (“ISS”) recommends that Kindred stockholders
vote “FOR” the transaction with affiliates of TPG Capital,
Welsh, Carson, Anderson & Stowe and Humana Inc. (NYSE: HUM) (together,
the “consortium”).
Commenting on the report,
Benjamin A. Breier
, President and Chief
Executive Officer of Kindred, said, “We are pleased that ISS recognizes
the significant cash value that will be delivered to stockholders
through the transaction and supports our Board’s recommendation that
stockholders vote “FOR” the transaction. The transaction will
deliver certain cash value to Kindred stockholders at a substantial
premium in the face of significant operational, regulatory,
reimbursement and capital structure risks, especially considering
Kindred’s high leverage and pending debt maturities. We strongly urge
all Kindred stockholders to follow the recommendation of ISS and vote “FOR”
the value maximizing transaction with the consortium TODAY.”
Kindred continues to expect the transaction to close in the summer of
2018.
Kindred’s special meeting of stockholders is scheduled to take place on
March 29, 2018 at 10:00 a.m. Eastern Time. Kindred stockholders of
record as of the close of business on February 20, 2018 will be entitled
to vote their shares either in person or by proxy at the special meeting.
Kindred reminds stockholders that their vote is important, no matter how
many shares they own. The Kindred Board unanimously recommends that all
Kindred stockholders vote “FOR” the proposal to adopt the merger
agreement as well as all other proposals included in the definitive
proxy statement. Kindred reminds investors that failing to vote or
abstaining from voting is effectively a vote against the transaction.
Kindred stockholders who have questions, need assistance in voting their
proxy card or require replacement proxy materials may contact Kindred’s
proxy solicitors:
Your Vote Is Important, No Matter How Many Shares You Own!
If you have questions about how to vote your shares, please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor, New York,
New York 10018
(212) 929-5500 or Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
Barclays and Guggenheim Securities, LLC are serving as financial
advisors to Kindred and Cleary Gottlieb Steen & Hamilton LLP is serving
as legal counsel.
About Kindred
Kindred Healthcare, Inc., a top-105 private employer in the United
States, is a FORTUNE 500 healthcare services company based
in Louisville, Kentucky with annual revenues of approximately $6.0
billion. At December 31, 2017, Kindred’s continuing operations, through
its subsidiaries, had approximately 85,300 employees providing
healthcare services in 2,471 locations in 45 states, including 75 LTAC
hospitals, 19 inpatient rehabilitation hospitals, 13 sub-acute units,
608 Kindred at Home home health, hospice and non-medical home care sites
of service, 99 inpatient rehabilitation units (hospital-based) and
contract rehabilitation service businesses which served 1,657
non-affiliated sites of service. Ranked as one of Fortune magazine’s
Most Admired Healthcare Companies for nine years, 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. You can also follow us on Twitter and Facebook.
Forward-Looking Statements
This press release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are often identified by words such as
“anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,”
“project,” “could,” “would,” “should,” “will,” “intend,” “hope,” “may,”
“potential,” “upside,” “seek,” “continue” and other similar expressions.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that actual
results may differ materially from Kindred’s expectations as a result of
a variety of factors. Such forward-looking statements are based upon
management’s current expectations and include known and unknown risks,
uncertainties and other factors, many of which Kindred is unable to
predict or control, that may cause Kindred’s actual results,
performance, or plans to differ materially from any future results,
performance or plans expressed or implied by such forward-looking
statements. Risks and uncertainties related to the proposed transactions
include, but are not limited to, the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger
agreement; the failure of the parties to satisfy conditions to
completion of the proposed merger, including the failure of Kindred’s
stockholders to approve the proposed merger or the failure of the
parties to obtain required regulatory approvals; the risk that
regulatory or other approvals are delayed or are subject to terms and
conditions that are not anticipated; changes in the business or
operating prospects of Kindred or its homecare business or hospital
business; changes in healthcare and other laws and regulations; the
impact of the announcement of, or failure to complete, the proposed
merger on our relationships with employees, customers, vendors and other
business partners; and potential or actual litigation. In addition,
these statements involve risks, uncertainties, and other factors
detailed from time to time in Kindred’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”).
Many of these factors are beyond Kindred’s control. Kindred cautions
investors that any forward-looking statements made by Kindred are not
guarantees of future performance. Kindred 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 and Where to Find It
Kindred has filed with the SEC and mailed to its stockholders a
definitive proxy statement in connection with the proposed merger. We
urge investors and security holders to read the proxy statement because
it contains important information regarding the proposed merger. You may
obtain a free copy of the proxy statement and other related documents
filed by Kindred with the SEC at the SEC’s website at www.sec.gov.
You also may obtain the proxy statement (and other documents filed by
Kindred with the SEC relating to the proposed merger for free by
accessing Kindred’s website at www.kindredhealthcare.com by clicking on the link for “Investors”, then clicking on the link for
“SEC Filings.”
Participants in the Solicitation
Kindred and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Kindred’s stockholders
in connection with the proposed merger. Information about Kindred’s
directors and executive officers, including information regarding the
interests of these directors and executive officers in the proposed
merger, is included in Kindred’s definitive proxy statement, which was
filed with the SEC on February 21, 2018. You can obtain a free copy of
this document from Kindred using the contact information above.
Source: Kindred Healthcare, Inc.
Kindred Healthcare, Inc.
Media
Susan E. Moss,
502-596-7296
Kindred Corporate Communications
or
Investors
and Analysts
Todd Flowers, 502-596-6569
Kindred Investor
Relations