- Filing of certain prospectuses and communications in connection with business combination transactions (425)
27 Maggio 2011 - 11:05PM
Edgar (US Regulatory)
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: RehabCare Group, Inc.
Subject Company: RehabCare Group, Inc.
Commission File Number: 001-14655
Commission File Number for Registration Statement
on Form S-4: 333-173050
Dear Colleague,
Now that we are nearing the time that we will join
together Kindred and RehabCare/Triumph, we wanted to take
the opportunity to provide you with a better idea of what
you will experience Day 1 and the days immediately
following the close. As we have continued to express, we
want to make the transition and integration as seamless as
possible for everyone. I would like to reassure everyone
that in many ways you will see very little change
immediately following the close.
Let me start by expressing my appreciation for the
patience and support that the entire RehabCare and Triumph
teams have provided leading up to the planned integration
with Kindred. I would also like to say thank you for your
ongoing dedication to quality care, improved patient and
resident outcomes and our promise of hope, healing and
recovery.
While many programs and processes will remain unchanged
for Day 1, we continue to assess best practices for the
combined company. Before any changes are made after the
close, we will clearly communicate them with the field.
Here is what you can expect on Day 1 in several key
areas:
Benefits
Nothing will change in regard to your benefits for the
remainder of 2011. Later this fall, you will participate
in Kindreds Open Enrollment process for 2012 benefits.
HR Policies, Forms and Procedures
Your HR policies, forms and procedures will remain
unchanged on Day 1. Specifically, processes regarding
requesting time off and holiday pay will not change.
Additionally, the current process for RehabCare and
Triumph employees ordering items such as business cards
and letterhead remains exactly as it is today.
Pay Periods/Pay Dates
On Day 1 there will be no change in pay periods or pay
dates for any employees. Additionally, all direct
deposit selections will remain uninterrupted.
Time Keeping
On Day 1 there will be no change in your current
timekeeping process and procedures.
IT Day 1 Support Desk
RehabCare and Triumph employees should continue to call
their existing support line
(877-796-0836)
for support of
current applications as well as new Kindred applications.
After dialing this number they will have a Kindred
application option (option 4). This will route them to the
Kindred Support Desk. Additionally, we will be providing
onsite IT support in hospitals and in other key locations.
Compliance Hotline
On Day 1, all RehabCare and Triumph employees should use
their current Compliance Hotline
(800-617-7007)
. This
number will be redirected to Kindreds Hotline call
center.
Email Address and Access
The email address that you currently use, whether it is a
RehabCare or Triumph address, will still work without
interruption on Day 1. You will continue to access your
RehabCare/Triumph mailbox just as you do now. The Outlook
Global Directory will be expanded to include both
companies for Day 1.
Remote Access
Remote access will continue for RehabCare and Triumph
employees without interruption on Day 1. For specific
questions, employees can utilize the IT support line
(877-796-0836 option 4)
.
continued
Portable Technology
There will be no change on Day 1 for handheld devices
including cellphones, iPhones, iPads and Blackberry.
Websites
On Day 1, the RehabCare and Triumph websites will
continue to exist, but will be updated to explain how we
have combined the strengths of Kindred with RehabCare
and/or Triumph and will link back to
www.kindredhealthcare.com with the full details of the
joint company.
Expense and Travel Reimbursement
There will be no changes on Day 1 to the expense and
travel reimbursement program currently in place for
RehabCare and Triumph employees.
Workers Compensation
For any workers comp claims, beginning on Day 1 all
employees should follow the Kindred process and call
(877-821-3409).
For any questions that havent been addressed, employees
should go to their local leadership for specific
information.
Since our last Combining Our Strengths we have continued
to receive additional employee questions, and we would
like to take a few moments to answer those now.
Will there be any tuition reimbursement available for
per diem or part time staff?
There will be no changes to the tuition reimbursement
system for the remainder of 2011. More detailed
information regarding Kindreds Education Assistance
Program will be communicated after the close.
Will Kindred provide liability coverage for therapists or
will we be responsible for our own coverage?
It is Kindreds policy, like RehabCare, to provide
liability coverage for all employees and that policy will
continue after the close.
Will there be any changes in facility staffing after the
merge?
After the two companies have been combined, decisions
regarding staffing will be made at the local level based
on the needs of the particular market.
As Triumph Healthcare employees when it was bought by
Rehabcare, our PTO hours were converted into PDO hours
under RehabCare. Are we able to keep all of this PDO as
well as the
PTO hours we currently have after the close? If not, how
much/how may we keep?
Let me be as clear as possible, nobody will lose
any banked PDO/PTO time when we close.
I am currently on an H1B working Visa and Rehabcare has
also sponsored my Greencard application. What will happen
during the change of employer from Rehabcare to Kindred
with regards to my Greencard application and H1 B working
visa?
At this time, we do not anticipate the need to transfer
employee H-1Bs as a result of the merger.
While we move forward, I want to remind everyone that
until the close of the transaction, Kindred and
RehabCare are competitors. From a legal and business
perspective, it is critically important to maintain the
businesses as completely independent from one another.
As I have stated in previous editions, I encourage
everyone to submit any and all questions you may have
regarding the planned transition to
asktheceo@rehabcare.com or share it with
Patti Williams (corporate)
at pswilliams@rehabcare.com,
Brock Hardaway (Triumph)
at bhardaway@triumph-healthcare.com,
Mary Pat Welc (HRS)
at mpwelc@rehabcare.com,
or Pat Henry (SRS)
at pmhenry@rehabcare.com.
Thank you for your support and continued patience as we
move through this process.
Thanks for all you do!
Benjamin A. Breier
Chief Operating Officer
Kindred Healthcare
Please feel free to print this out and post it on your bulletin board.
continued
Additional Information About this Transaction
In connection with the pending transaction with RehabCare Group, Inc. (RehabCare), Kindred
Healthcare, Inc. (Kindred) has filed with the Securities and Exchange Commission (the SEC) a
Registration Statement on Form S-4 (commission file number 333-173050) that includes a joint proxy
statement of Kindred and RehabCare that also constitutes a prospectus of Kindred. The registration
statement was declared effective by the SEC on April 26, 2011. Kindred and RehabCare mailed the
definitive joint proxy statement/prospectus to their respective stockholders on or about April 28,
2011.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PENDING TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION.
You may obtain a free copy of
the joint proxy statement/prospectus and other related documents filed by Kindred and RehabCare
with the SEC at the SECs website at www.sec.gov. The joint proxy statement/prospectus and the
other documents filed by Kindred and RehabCare with the SEC may also be obtained for free by
accessing Kindreds website at www.kindredhealthcare.com and clicking on the Investors link and
then clicking on the link for SEC Filings or by accessing RehabCares website at
www.rehabcare.com and clicking on the Investor Information link and then clicking on the link for
SEC Filings.
Participants in this Transaction
Kindred, RehabCare and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from their respective stockholders in favor of
the pending transaction. You can find information about Kindreds executive officers and directors
in the joint proxy statement/prospectus. You can find information about RehabCares executive
officers and directors in its amended Form 10-K filed with the SEC on April 28, 2011. You can
obtain a free copy of these documents from Kindred or RehabCare, respectively, using the contact
information above.
Forward-Looking Statements
Information set forth in this document contains forward-looking statements, which involve a number
of risks and uncertainties. Kindred and RehabCare caution readers that any forward-looking
information is not a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking information. Such forward-looking statements
include, but are not limited to, statements about the benefits of the business combination
transaction involving Kindred and RehabCare, including future financial and operating results, the
combined companys plans, objectives, expectations and intentions and other statements that are not
historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: (a) the satisfaction of the closing conditions to the acquisition
of RehabCare by Kindred and Kindreds ability to complete the required financing as contemplated by
the financing commitment; (b) Kindreds ability to integrate the operations of the acquired
hospitals and rehabilitation services operations and realize the anticipated revenues, economies of
scale, cost synergies and productivity gains in connection with the RehabCare acquisition and any
other acquisitions that may be undertaken during 2011, as and when planned, including the potential
for unanticipated issues, expenses and liabilities associated with those acquisitions and the risk
that RehabCare fails to meet its expected financial and operating targets; (c) the potential for
diversion of management time and resources in seeking to complete the RehabCare acquisition and
integrate its operations; (d) the potential failure to retain key employees of RehabCare; (e) the
impact of Kindreds significantly increased levels of indebtedness as a result of the RehabCare
acquisition on Kindreds funding costs, operating flexibility and ability to fund ongoing
operations with additional borrowings, particularly in light of ongoing volatility in the credit
and capital markets; (f) the potential for dilution to Kindreds stockholders as a result of the
RehabCare acquisition; and (g) the ability of Kindred to operate pursuant to the terms of its debt
obligations, including Kindreds obligations under financings undertaken to complete the RehabCare
acquisition, and the ability of Kindred to operate pursuant to its master lease agreements with
Ventas, Inc. (NYSE:VTR). Additional factors that may affect future results are contained in
Kindreds and RehabCares filings with the SEC, which are available at the SECs web site at
www.sec.gov. Many of these factors are beyond the control of Kindred or RehabCare. Kindred and
RehabCare disclaim any obligation to update and revise statements contained in these materials
based on new information or otherwise.
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