- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
19 Maggio 2010 - 11:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) and Rule 14a-12
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PSYCHIATRIC SOLUTIONS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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previous filing by registration statement number, or the form or schedule and the date of its
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Psychiatric Solutions, Inc.
Answers to Frequently Asked Questions
Regarding the Proposed Merger with UHS
The Transaction
What does the May 17, 2010 announcement mean for PSI?
On May 16, 2010, PSI signed a definitive agreement with Universal Health Services, Inc. (UHS) to
be acquired for $33.75 per share in cash. The total transaction value is approximately $3.1
billion, including the assumption of debt obligations of approximately $1.1 billion. Upon
completion of the transaction, PSI will be a wholly-owned subsidiary of UHS.
UHSs acquisition of PSI is a highly strategic transaction that brings together two complementary
companies to create a premier facilities-based healthcare provider with an industry-leading
presence in the behavioral health care services sector.
What happens now?
In the coming weeks, we will file a preliminary proxy statement with the Securities and Exchange
Commission that will contain information about the transaction and will be available to the public.
Once SEC review is complete, a definitive proxy statement will be filed with the SEC and mailed to
stockholders. After the definitive proxy statement is mailed, stockholders will vote on the
transaction at a special meeting of stockholders. To approve the transaction, the holders of a
majority of the outstanding shares of PSI common stock must vote to approve and adopt the merger
agreement. The transaction is expected to close in the fourth quarter of 2010, subject to the
approval of PSIs stockholders, requisite regulatory approvals, clearance under the
Hart-Scott-Rodino Act and other closing conditions provided in the merger agreement.
Impact on PSI Employees
Will any PSI employees lose their jobs as a result of this transaction?
Unfortunately, a small number of PSI employees will lose their jobs in connection with the closing
of the transaction, which is expected to occur in the fourth quarter of 2010. We believe that UHS
appreciates the value that the employees of PSI bring to this transaction and will strive to
minimize the impact of the transaction to current employees.
What is my status between now and the time the transaction closes?
The announcement of the transaction has no impact on our day-to-day operations and your employment
status will remain as is. You will continue to be covered by your PSI employee programs and
benefits. Your salary will be paid as usual and existing performance expectations of you remain
unchanged.
What happens to my salary and my health and welfare benefits after the transaction closes?
For a period of at least 18 months after closing, employees who continue to be employed by UHS will
receive base salary, cash bonus and health and welfare benefits that are, in the aggregate, no less
favorable than the compensation and benefits in place prior to closing. With respect to
equity-based compensation, UHS has agreed to provide employees who continue to be employed by UHS
with equity-based compensation that is no less favorable than the equity-based compensation
provided to similarly situated employees of UHS. UHS will provide more detailed information
regarding the various benefit plans that will be in place after the transaction closes.
What happens to my vacation or paid time off balance?
Any vacation or paid time off that has accrued but not been used by an employee at the time the
transaction closes will be satisfied by UHS.
Will I get credit for my service at PSI after the deal closes?
With respect to employee benefit plans, your PSI service generally will be recognized to the same
extent it was recognized prior to the closing, including for purposes of eligibility to receive
benefits, vesting and benefit accruals, under which each employee may be eligible to participate on
or after the closing to the same extent recognized by PSI under comparable employee benefit plans.
Conducting Business from Now until Closing of the Merger
What should I do between now and the closing of the transaction?
Continue your normal job. If you have any questions about your current job, please talk with your
supervisor. For many reasons, it is important to maintain focus, making your work as successful as
possible during this period.
What can we say between now and close to our patients, friends and family?
You can relay any publicly available information, such as information included in the press release
announcing the transaction. It is important, in all situations, not to speculate about what may
happen once the transaction is complete.
How will we interact with UHS staff before the closing?
Because of legal requirements, only a few PSI employees will interact with UHS staff before the
closing of the transaction. For legal and regulatory reasons, it is very important that PSI
employees not contact any UHS employees (and vice versa) until the transaction is completed. Even
if you personally know an UHS employee, you must not discuss the transaction. The transaction will
be under regulatory review until it is completed.
Who should I contact with any questions?
If you have specific questions, please contact Chris Howard, Executive Vice President, General
Counsel and Secretary, at (615) 312-5700; although please note that federal securities laws limit
Mr. Howards ability to respond to inquiries.
Important Additional Information Regarding the Merger will be Filed with the Securities and Exchange Commission
In connection with the proposed merger, PSI will file a proxy statement with the Securities and
Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES THERETO. Security holders may obtain a free copy of the proxy statement (when available)
and other documents filed by PSI at the Securities and Exchange Commissions web site at
www.sec.gov
. The proxy statement and such other documents may also be obtained for free
from PSI by directing such request by mail or telephone to Psychiatric Solutions, Inc., 6640
Carothers Parkway, Suite 500, Franklin, Tennessee 37067, Attention: Christopher L. Howard, Esq.,
Executive Vice President, General Counsel and Secretary, telephone: (615) 312-5700, or from PSIs
website, located at
www.psysolutions.com
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PSI and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from its stockholders in connection with the proposed merger. Information concerning the
interests of PSIs directors and executive officers in the solicitation, which may be different
than those of PSIs stockholders generally, is set forth in PSIs proxy statements and Annual
Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the
proxy statement relating to the merger when it becomes available.
Forward-Looking Statements
These Frequently Asked Questions contain 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 statements regarding expectations as to
the completion of the proposed merger and the other transactions contemplated by the Agreement and
Plan of Merger (the Merger Agreement). The forward-looking statements contained herein involve
risks and uncertainties that could cause actual results to differ materially from those referred to
in the forward-looking statements. Such risks include, but are not limited to, the ability of the
parties to the Merger Agreement to satisfy the conditions to closing specified in the Merger
Agreement and the potential disruption the proposed merger may cause to PSIs current plans and
operations. More information about PSI and other risks related to PSI are detailed in PSIs most
recent annual report on Form 10-K for the fiscal year ended December 31, 2009, and its subsequent
quarterly report on Form 10-Q and current reports on Form 8-K as filed with the Securities and
Exchange Commission. PSI does not undertake an obligation to update forward-looking statements.
Grafico Azioni Psychiatric Solutions, Inc. (MM) (NASDAQ:PSYS)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Psychiatric Solutions, Inc. (MM) (NASDAQ:PSYS)
Storico
Da Giu 2023 a Giu 2024