Exhibit 99.1
COMMUNITY HEALTH MOVES TO DISMISS TENET LAWSUIT
FRANKLIN, Tenn. (April 19, 2011) Community Health Systems, Inc. (NYSE: CYH) (CHS) today
filed a motion in the U.S. District Court for the Northern District of Texas to dismiss the
baseless lawsuit brought against CHS last week by Tenet Healthcare Corporation (NYSE: THC). CHS has
taken this step in advance of even being served with Tenets lawsuit.
CHS believes the Tenet lawsuit is entirely without merit and contains a number of fatal flaws,
including:
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The CHS all-cash offer eliminates any basis for a federal securities lawsuit. Now that
the offer is all cash, and the stock component has been eliminated, so has Tenets pretext
for alleging a securities law violation. For this reason alone, Tenets claim must be
dismissed. |
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Tenets lawsuit attacks the ethics and professional judgment of thousands of attending
physicians at CHS affiliated hospitals which has no basis and is not material to the proxy
contest concerning the election of Tenets directors. |
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Tenet is not seeking to compel CHS to disclose facts, but instead is attempting to
compel CHS to confess some sort of culpability, which has no basis under the securities
laws. |
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A ruling for CHS will dispose of this case in its entirety. |
As previously announced, CHS will respond to the substance of the baseless allegations
contained in Tenets lawsuit on its first quarter earnings conference call on April 28, 2011.
CHS is offering $6.00 per share in cash to acquire all outstanding Tenet shares. Each of
Credit Suisse and Goldman Sachs has informed CHS that, subject to customary terms and conditions,
it is highly confident that financing for CHSs all-cash offer for the outstanding shares of Tenet
can be obtained in the capital markets.
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.
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
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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 Tenets 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 Tenets 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 CHSs directors and executive officers is available in its
proxy statement for CHSs 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 Tenets
2011 annual meeting of shareholders.
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Media Contacts: |
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Investor Contacts: |
Tomi Galin
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W. Larry Cash |
VP Corporate Communications
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EVP & CFO |
615-628-6607
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615-465-7000 |
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George Sard/Brooke Gordon/Drew Brown
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Lizbeth Schuler |
Sard Verbinnen & Co
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VP Investor Relations |
212-687-8080
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615-465-7000 |
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