Exhibit 99.1
|
Community Health Systems, Inc. |
COMMUNITY HEALTH SYSTEMS MAKES ALL-CASH OFFER FOR TENET
FRANKLIN, Tenn. (April 18, 2011) — Community Health Systems, Inc. (NYSE: CYH) (“CHS”) today
announced that it is now offering $6.00 per share in cash to acquire all outstanding shares of
Tenet Healthcare Corporation (NYSE: THC). The previous CHS offer was for $5.00 per share in cash
and $1.00 per share in CHS common stock. The new offer was made in a letter to Tenet’s Board of
Directors today.
Wayne T. Smith, chairman, president and chief executive officer of CHS, said, “Converting our
offer to all cash underscores our commitment to completing this transaction and renders Tenet’s
irresponsible and inaccurate lawsuit irrelevant to our offer. We are confident that our business
practices are appropriate and we will respond in detail to Tenet’s claims in due course. Tenet
shareholders should be outraged by the billions of dollars in shareholder value that the Tenet
Board has destroyed for its own shareholders and the industry at large as a result of its reckless
and self-serving allegations. We are confident that Tenet shareholders will hold the entrenched
Tenet Board accountable for this scorched earth response to our acquisition proposal.”
Mr. Smith continued, “Despite the value-destroying defensive tactics employed by the Tenet
Board, we remain ready to engage in constructive discussions to move this transaction forward
without further delay. As we have made clear, we would welcome the opportunity to review any
additional information Tenet can provide and are prepared to recognize any additional value it can
demonstrate.”
Each of Credit Suisse and Goldman Sachs has informed CHS that, subject to customary terms and
conditions, it is highly confident that financing for CHS’s all-cash offer for the outstanding
shares of Tenet can be obtained in the capital markets.
On December 9, 2010, CHS made public an offer to acquire Tenet for $6.00 per share, including
$5.00 per share in cash and $1.00 per share in CHS common stock. The offer represented a 40%
premium to Tenet’s unaffected stock price. The offer was made in a letter to Tenet’s Board of
Directors on November 12, 2010, and rejected by Tenet on December 6, 2010. On January 14, 2011, CHS gave
the required notice to Tenet that it intends to nominate a full slate of 10 independent director
nominees for election to Tenet’s Board of Directors at its 2011 Annual Meeting. Tenet has delayed
the meeting until November 3, 2011, and its entire Board is up for reelection.
Credit Suisse and Goldman, Sachs & Co. are acting as financial advisors, Kirkland & Ellis LLP as
legal counsel and D. F. King & Co. as proxy solicitor for CHS.
About Community Health Systems, Inc.
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, the Company currently owns, leases or operates 130 hospitals in 29 states with an
aggregate of approximately 19,400 licensed beds. Its hospitals offer a broad range of inpatient and
surgical services, outpatient treatment and skilled nursing care. In addition, through its
subsidiary Quorum Health Resources, LLC, the Company provides management and consulting services to
approximately 150 independent non-affiliated general acute care hospitals located throughout the
United States.
Forward-Looking Statements
Any statements made in this news release that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (“Tenet”), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,”
“plan,” believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,”
“would,” “continue,” “forecast,” and other similar expressions.
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These forward-looking statements involve risks and uncertainties, and you should be aware that many
factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors
that may materially affect such forward-looking statements include: our ability to successfully
complete any proposed transaction or realize the anticipated benefits of a transaction, our ability
to obtain stockholder, antitrust, regulatory and other approvals for any proposed transaction, or
an inability to obtain them on the terms proposed or on the anticipated schedule, and uncertainty
of our expected financial performance following completion of any proposed transaction and other
risks and uncertainties referenced in our filings with the Securities and Exchange Commission (the
“SEC”). Forward-looking statements, like all statements in this news release, speak only as of the
date of this news release (unless another date is indicated). We do not undertake any obligation
to publicly update any forward-looking statements, whether as a result of new information, future
events, or otherwise.
Additional Information
This news release does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. This news release relates to a business
combination transaction with Tenet proposed by CHS, which may become the subject of a registration
statement filed with the SEC. CHS intends to file a proxy statement with the SEC in connection
with Tenet’s 2011 annual meeting of shareholders. Any definitive proxy statement will be mailed to
shareholders of Tenet. This material is not a substitute for any prospectus, proxy statement or
any other document which CHS may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web
site maintained by the SEC at www.sec.gov or by directing a request to Community Health Systems,
Inc. at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
Participant Information
CHS and its directors, executive officers and nominees may be deemed to be participants in the
solicitation of proxies in connection with Tenet’s 2011 annual meeting of shareholders. The
directors of CHS are: Wayne T. Smith, W. Larry Cash, John A. Clerico, James S. Ely III, John A.
Fry, William N. Jennings, M.D., Julia B. North and H. Mitchell Watson, Jr. The executive officers
of CHS are: Wayne T. Smith, W. Larry Cash, David L. Miller, William S. Hussey, Michael T.
Portacci, Martin D. Smith, Thomas D. Miller, Rachel A. Seifert, and T. Mark Buford. The nominees
of CHS are: Thomas M. Boudreau, Duke K. Bristow, Ph.D., John E. Hornbeak, Curtis S. Lane, Douglas
E. Linton, Peter H. Rothschild, John A. Sedor, Steven J. Shulman, Daniel S. Van Riper, David J.
Wenstrup, James O. Egan, Jon Rotenstreich, Gary M. Stein and Larry D. Yost. CHS and its
subsidiaries beneficially owned approximately 420,000 shares of Tenet common stock as of January 7,
2011. Additional information regarding CHS’s directors and executive officers is available in its
proxy statement for CHS’s 2011 annual meeting of stockholders, which was filed with the SEC on
April 7, 2011. Other information regarding potential participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement that CHS intends to file with the SEC in connection with Tenet’s
2011 annual meeting of shareholders.
| Media Contacts: | Investor Contacts: | |
Tomi Galin
|
W. Larry Cash | |
VP — Corporate Communications
|
EVP & CFO | |
615-628-6607
|
615-465-7000 | |
George
Sard/Brooke Gordon/Drew Brown
|
Lizbeth Schuler | |
Sard Verbinnen & Co
|
VP — Investor Relations | |
212-687-8080
|
615-465-7000 |
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