Gentiva Health Services, Inc. (NASDAQ:GTIV) (“Gentiva” or the
“Company”) today announced that all proposals necessary for the
combination with Kindred Healthcare, Inc. (NYSE:KND) (“Kindred”)
were approved by Gentiva’s stockholders at the Company’s Special
Meeting of Stockholders held today. Gentiva and Kindred expect to
complete the transaction on February 2, 2015.
As previously announced, on October 9, 2014, Kindred and Gentiva
entered into a definitive agreement under which Kindred will
combine with Gentiva for $14.50 per share in cash and 0.257 shares
of Kindred common stock based upon an agreed upon fixed exchange
ratio.
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.
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 62,600 employees in 47 states.
At September 30, 2014, Kindred through its subsidiaries
provided healthcare services in 2,376 locations, including 97
transitional care hospitals, five inpatient rehabilitation
hospitals, 99 nursing centers, 22 sub-acute units, 152 Kindred at
Home hospice, home health and non-medical home care locations, 102
inpatient rehabilitation units (hospital-based) and a contract
rehabilitation services business, RehabCare, which served 1,899
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. 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 include, but are not
limited to, statements regarding the Company's proposed business
combination transaction with Kindred (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's and Kindred’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 Kindred), 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. 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 with
respect to Kindred 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").
Risks and uncertainties related to the proposed merger include,
but are not limited to, potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the merger, uncertainties as to the timing of the
merger, adverse effects on the Company's stock price resulting from
the announcement or completion of the merger, competitive responses
to the announcement or completion of the merger, the risk that
healthcare regulatory, licensure or other approvals and financing
required for the consummation of the merger are not obtained or are
obtained subject to terms and conditions that are not anticipated,
costs and difficulties related to the integration of Kindred’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 merger, uncertainties as to whether
the completion of the merger or any transaction will have the
accretive effect on the Company's earnings or cash flows that it
expects, unexpected costs, liabilities, charges or expenses
resulting from the merger, litigation relating to the merger, the
inability to retain key personnel, and any changes in general
economic and/or industry-specific conditions.
In addition to the factors set forth above, other factors that
may affect the Company's plans, results or stock price are set
forth in the Company's Annual Report on Form 10-K and in its
reports on Forms 10-Q and 8-K.
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.
Financial and Investor:GentivaEric Slusser,
770-951-6101eric.slusser@gentiva.comorJohn Mongelli,
770-951-6496john.mongelli@gentiva.comorMedia:Kekst and
CompanyTom Davies, 212-521-4873Thomas-davies@kekst.comorNathan
Riggs, 212-521-4804Nathan-Riggs@kekst.com
Gentiva Health Services (NASDAQ:GTIV)
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