Egan-Jones Joins ISS in Recommending Kindred
Stockholders Vote “FOR” the Value Maximizing Transaction Today
Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND)
today announced that leading proxy advisory firm Egan-Jones Rating
Company (“Egan-Jones”) joined Institutional Shareholder Services
(“ISS”) in recommending that Kindred stockholders
vote “FOR” the transaction with affiliates of TPG
Capital, Welsh, Carson, Anderson & Stowe and Humana Inc. (NYSE:
HUM) (together, the “consortium”).
The Kindred Board of Directors is confident that the transaction
is in the best interest of all Kindred stockholders and unanimously
recommends that stockholders vote “FOR” the value maximizing
transaction.
The transaction is the culmination of a robust, 18-month
strategic review process conducted by the Kindred Board and
management team with the assistance of outside financial advisors
and legal counsel. As part of this process, the Kindred Board
considered a wide range of options and contacted 15 financial
sponsors and three strategic entities regarding their potential
interest in the Company. In light of the challenging operating,
reimbursement and regulatory environment and the unique dynamics
for each of Kindred’s businesses, the Kindred Board strongly
believes that now is the right time to enter into a transaction.
The Board ultimately determined that the $9.00 per share all-cash
transaction maximizes value for stockholders by providing superior
risk-adjusted value and certainty compared to all other evaluated
opportunities. Kindred strongly urges all stockholders to follow
the recommendations of ISS and Egan-Jones 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180321006272/en/
MediaSusan E. Moss, 502-596-7296Kindred Corporate
CommunicationsorInvestors and AnalystsTodd Flowers,
502-596-6569Kindred Investor Relations
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