ATLANTA and DALLAS, May 24
/PRNewswire-FirstCall/ -- Gentiva Health Services, Inc. (Nasdaq:
GTIV) ("Gentiva" or "the Company") and Odyssey HealthCare, Inc.
(Nasdaq: ODSY) ("Odyssey") announced today that they have
entered into a definitive merger agreement whereby Gentiva will
acquire Odyssey in an all cash transaction for a price of
$27 per share of Odyssey common
stock, for an aggregate purchase price of approximately
$1.0 billion.
Founded in 1996 and based in Dallas,
Texas, Odyssey is one of the leading providers of hospice
care in the US in terms of both average daily patient census and
number of locations. Gentiva, which is among the leading home
healthcare providers in the US, anticipates that the combination of
Odyssey's and Gentiva's existing hospice operations will create a
leading hospice care provider in the US, with a combined average
daily patient census of approximately 14,000 and operations in 30
states. Additionally, we anticipate the combination of the
two companies will create the largest US healthcare provider
focused on home health and hospice services.
Based on results from continuing operations for the respective
companies' 2009 fiscal years, we anticipate that the combination of
Gentiva and Odyssey will create a company with more than
$1.8 billion in annual revenue,
comprised of approximately 60% in home healthcare revenue and
approximately 40% in hospice revenue. Gentiva expects the
transaction to be accretive to adjusted earnings per share,
exclusive of one-time costs, within the first 12 months following
closing.
"We are delighted to welcome the Odyssey employees to the
Gentiva family," said Gentiva CEO and President Tony Strange. "The combination of the two
companies clearly positions us as a leader in both home health and
hospice care in the United States.
The two companies share similar geography between Gentiva's
home health operations and Odyssey's hospice operations, with very
little overlap between the two companies' hospice programs.
We believe that Odyssey is the nation's premiere hospice
provider and we are excited to partner with an organization that
shares our commitment to quality patient care."
"This agreement represents an exciting opportunity to provide
Odyssey's stockholders with significant, immediate and certain
value, while also accelerating our strategy," said Robert A. Lefton, President and Chief Executive
Officer of Odyssey HealthCare. "With Gentiva, we are bringing
together two complementary businesses that are positioned for
continued leadership in the hospice industry. We believe
Gentiva shares our commitment for compassionate, personalized care,
and we look forward to better serving our patients and their
families with the enhanced resources and depth of the combined
company."
The transaction was unanimously approved by the Board of
Directors of Gentiva. Odyssey's Board of Directors has also
unanimously approved the agreement and recommended that Odyssey's
shareholders approve the merger.
The transaction is expected to close in the third quarter of
2010 and is subject to standard closing conditions, including
regulatory approvals and clearance under the Hart-Scott-Rodino Act
as well as approval by Odyssey's stockholders. Gentiva
expects to raise approximately $1.1
billion in new debt financing to fund the purchase price and
to refinance existing debt. The Company has secured a
financing commitment for the transaction from a syndicate of
leading financial institutions, including BofA Merrill Lynch,
Barclays Bank PLC, General Electric Capital Corporation, and
SunTrust Bank and SunTrust Robinson Humphrey, Inc.
Edge Healthcare Partners, LLC, a division of Edge Corporate
Finance, LLC is acting as financial advisor to Gentiva.
Greenberg Traurig, LLP is acting as legal advisor to Gentiva.
BofA Merrill Lynch and Barclays Capital Inc. served as
advisors to Gentiva and both firms are serving in lead advisor
roles with respect to the financing of the transaction.
Goldman, Sachs & Co. is acting as financial advisor to the
Board of Directors of Odyssey. K&L Gates LLP is acting as legal
advisor to Odyssey.
Cahill Gordon & Reindel LLP
is acting as legal advisor to the financing sources.
Conference Call and Webcast Details
The Company will comment further on the transaction during a
conference call and live webcast to be held Monday, May 24, 2010 at 10:00 a.m. Eastern Time. To participate in the
call from the United States,
Canada or an international
location, dial (973) 935-2408 and reference call # 77766759. The
webcast is an audio-only, one-way event. Webcast listeners who wish
to ask questions must participate in the conference call. Log onto
http://investors.gentiva.com/events.cfm to hear the webcast. A
replay of the call will be available on May
24, beginning at approximately 1:00
p.m. ET, and will remain available continuously through
May 31. To listen to a replay of the
call from the United States,
Canada or international locations,
dial (800) 642-1687 or (706) 645-9291 and enter the following PIN
at the prompt: 77766759. Visit
http://investors.gentiva.com/events.cfm to access the webcast
archive. This press release is accessible at
http://investors.gentiva.com/releases.cfm and a transcript of the
conference call is expected to be available on the site within 48
hours after the call.
About Odyssey HealthCare, Inc.
Based in Dallas, Texas, Odyssey
is one of the largest providers of hospice care in the country in
terms of both average daily patient census and number of locations.
Odyssey seeks to improve the quality of life of terminally ill
patients and their families by providing care directed at managing
pain and other discomforting symptoms and by addressing the
psychosocial and spiritual needs of patients and their
families.
About Gentiva Health Services, Inc.
Gentiva Health Services, Inc. is a leading provider of home
health and hospice 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. For more information, visit Gentiva's web site,
http://www.gentiva.com, and its investor relations section at
http://investors.gentiva.com. GTIV-G
Additional Information and Where to Find It
Odyssey intends to file with the Securities and Exchange
Commission a preliminary proxy statement and a definitive proxy
statement and other relevant materials in connection with the
transaction. The definitive proxy statement will be sent or given
to the stockholders of Odyssey. Before making any voting or
investment decision with respect to the transaction, investors and
stockholders of Odyssey are urged to read the proxy statement and
the other relevant materials when they become available because
they will contain important information about the transaction. The
proxy statement and other relevant materials (when they become
available), and any other documents filed by Odyssey with the SEC,
may be obtained free of charge at the SEC's website at www.sec.gov,
or from Odyssey by directing a request to Odyssey's Investor
Relations Department at toll free phone number 888-922-9711, email
address InvestorRelations@odsyhealth.com or through the Odyssey Web
site www.odsyhealth.com under "Investor Relations —
InfoRequest".
Participants in the Solicitation
Odyssey and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Odyssey
stockholders in connection with the transaction. Information about
Odyssey's directors and executive officers is set forth in
Odyssey's proxy statement on Schedule 14A filed with the SEC on
April 5, 2010 and Odyssey's Annual
Report on Form 10-K filed on March 10,
2010. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
merger will be included in the proxy statement that Odyssey intends
to file with the SEC.
Forward-Looking Statement
This press release contains forward-looking statements that
involve risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect, the
results of Gentiva and its consolidated subsidiaries could differ
materially from those expressed or implied by such forward-looking
statements and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including the expected benefits and costs of the
transaction; management plans relating to the transaction; the
expected timing of the completion of the transaction; the ability
to complete the transaction considering the various closing
conditions, including those conditions related to regulatory
approvals; any statements of the plans, strategies and objectives
of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the transaction may
not be timely completed, if at all; that, prior to the completion
of the transaction, the target company's business may not perform
as expected due to transaction-related uncertainty or other
factors; that the parties are unable to successfully implement
integration strategies; and other risks that are described in
Gentiva's SEC reports, including but not limited to the risks
described in Gentiva's Annual Report on Form 10-K for its fiscal
year ended January 3, 2010. Gentiva
assumes no obligation and does not intend to update these
forward-looking statements.
For Further
Information
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For
Gentiva:
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Financial and
Investor Contact:
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Eric Slusser
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770-951-6101
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eric.slusser@gentiva.com
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or
Brandon Ballew
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770-221-6700
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brandon.ballew@gentiva.com
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Media
Contact:
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Scott Cianciulli
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Brainerd Communicators
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212-986-6667
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cianciulli@braincomm.com
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For Odyssey
HealthCare:
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Investors:
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R. Dirk Allison
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Senior Vice President and
Chief Financial Officer, Odyssey HealthCare, Inc.
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214-922-9711
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Media:
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Andy Brimmer / Tim
Lynch
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Joele Frank, Wilkinson
Brimmer Katcher
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212-355-4449
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SOURCE Gentiva Health Services, Inc.