Special Meeting for HMA Stockholders
Scheduled for January 8, 2014
Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health
Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today
that the Registration Statement on Form S-4 relating to the
companies' proposed merger has been declared effective by the
Securities and Exchange Commission (“SEC”).
The Form S-4 contains HMA’s definitive proxy statement relating
to soliciting the required approval of the transaction by HMA
stockholders. HMA is expected to commence the mailing of the
definitive proxy statement to its stockholders on or about November
25, 2013. CHS and HMA encourage HMA stockholders to review the
proxy statement and to vote FOR adoption of the merger agreement at
the HMA special stockholders’ meeting to be held in Naples,
Florida, at 8:00 a.m., local time, on January 8, 2014.
“We are pleased that the SEC has completed its review, and we
can continue to move towards the successful completion of our
acquisition of HMA,” said Wayne T. Smith, chairman, president and
chief executive officer of Community Health Systems, Inc. “We
continue to believe this transaction represents full and fair value
for HMA stockholders, while positioning CHS for long-term growth
that will generate incremental stockholder value and benefit local
communities and patients around the country. We look forward to
working closely with HMA over the coming weeks to secure
stockholder approval of the transaction.”
The transaction is expected to be completed during the first
quarter of 2014 and is subject to approval of HMA stockholders
holding 70 percent of HMA’s outstanding shares, antitrust
clearance, receipt of other regulatory approvals, and the absence
of certain adverse developments.
Under the terms of the transaction, CHS will acquire each issued
and outstanding share of the common stock of HMA for $10.50 in
cash, 0.06942 of a share of CHS common stock, and a Contingent
Value Right, which could yield additional cash consideration of up
to $1.00 per share, depending on the outcome of certain litigation
matters described in the Registration Statement on Form S-4.
On November 13, 2013, HMA announced that its Board of Directors
unanimously recommended that HMA stockholders vote “FOR” the
adoption of the merger agreement. Glenview Capital Management LLC,
which owns approximately 14.3% of the common stock of HMA, also
announced that it intends to vote “FOR” the adoption of the merger
agreement at the special meeting of HMA stockholders.
About CHS
Located in the Nashville, Tennessee, suburb of Franklin,
Community Health Systems, Inc. is one of the largest
publicly-traded hospital companies in the United States and a
leading operator of general acute care hospitals in non-urban and
mid-size markets throughout the country. Through its subsidiaries,
CHS currently owns, leases or operates 135 hospitals in 29 states
with an aggregate of approximately 20,000 licensed beds. Its
hospitals offer a broad range of inpatient and outpatient medical
and surgical services. Shares in Community Health Systems, Inc. are
traded on the New York Stock Exchange under the symbol “CYH.”
About HMA
Health Management Associates, Inc., through its affiliates, owns
and manages hospitals and ambulatory surgery centers in small
cities and selected larger urban markets. HMA currently operates 71
hospitals in 15 states with approximately 10,782 licensed beds.
Shares in Health Management Associates are traded on the New York
Stock Exchange under the symbol “HMA.”
Important Information and Where to Find It
In connection with the proposed transaction, CHS has filed with
the SEC a registration statement on Form S-4 that includes a proxy
statement of HMA and a prospectus of CHS. The registration
statement was declared effective by the SEC on November 22, 2013.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHS, HMA AND THE
MERGER. The definitive proxy statement/prospectus and a form of
proxy will first be mailed to stockholders of HMA on or about
November 25, 2013. These materials and other documents filed with
the SEC will be available at no charge at the SEC’s website at
www.sec.gov. In addition, stockholders will be able to obtain
copies of the definitive proxy statement/prospectus and other
documents filed with the SEC (when they become available) from
CHS’s website at www.chs.net and HMA’s website at www.hma.com or by
directing such request to CHS at 4000 Meridian Boulevard, Franklin,
Tennessee 37067, Attention: Investor Relations, or to HMA at 5811
Pelican Bay Boulevard, Naples, Florida 34108, Attention: Investor
Relations.
CHS, HMA and certain of their respective directors, executive
officers and other persons may be deemed to be participants in the
solicitation of proxies in respect of the merger. Information
regarding CHS’s directors and executive officers is available in
CHS’s proxy statement filed with the SEC on April 5, 2013 in
connection with its 2013 annual meeting of stockholders, and
information regarding HMA’s directors and executive officers is
available in (i) HMA’s proxy statement filed with the SEC on April
8, 2013 in connection with its 2013 annual meeting of stockholders
and (ii) HMA’s consent revocation statement filed with the SEC on
July 19, 2013 in response to the consent solicitation conducted by
Glenview Capital Partners, L.P. and certain of its affiliates.
Other information regarding persons who may be deemed participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the registration statement and proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements
Certain statements contained in this communication may
constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the expected
timing of the completion of the merger, the benefits of the merger,
including future financial and operating results, the combined
company’s plans, objectives and expectations and other statements
that are not historical facts. Such statements are based on the
views and assumptions of the management of CHS and HMA and are
subject to significant risks and uncertainties. Actual future
events or results may differ materially from these statements. Such
differences may result from the following factors: the ability to
close the transaction on the proposed terms and within the
anticipated time period, or at all, which is dependent on the
parties’ ability to satisfy certain closing conditions, including
the receipt of governmental approvals and the approval of HMA
stockholders; the risk that the benefits of the transaction,
including cost savings and other synergies, may not be fully
realized or may take longer to realize than expected; the impact of
the transaction on third-party relationships; actions taken by
either of the companies; and changes in regulatory, social and
political conditions, as well as general economic conditions.
Additional risks and factors that may affect results are set forth
in HMA’s and CHS’s filings with the Securities and Exchange
Commission, including each company’s most recent Annual Report on
Form 10-K or Form 10-K/A and Quarterly Report on Form 10-Q or 10
Q/A.
The forward-looking statements speak only as of the date of this
communication. Neither CHS nor HMA undertakes any obligation to
update these statements.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20131122005825/en/
Community Health Systems, Inc.Investor Relations:W. Larry
Cash, 615-465-7000Executive Vice President & Chief Financial
OfficerorMedia Relations:Tomi Galin, 615-628-6607Vice President,
Corporate CommunicationsorHealth Management Associates,
Inc.Investor Relations:John Merriwether, 239-598-3131Vice
President, Investor RelationsorMedia Relations:MaryAnn Hodge,
239-598-3131Vice President, Marketing & Communications
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