e425
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
The following letter was sent to certain partners with which RehabCare Group, Inc. has or is
pursuing a business relationship.
Dear _______________:
In our nearly 30 years, RehabCare has developed outstanding clinical and operational competencies,
recruited some of the industrys top talent and made important investments in technologies and new
service offerings to provide for our clients ever-changing needs. Through these initiatives, we
have built a longstanding reputation of high-quality, innovative post-acute care.
As a future partner in the post-acute arena, you should know RehabCare has experienced and endured
significant changes in the regulatory and reimbursement environments. We can expect the landscape
to continue to evolve with the passage of healthcare reform. One emerging trend as we move toward
more integrated, coordinated care is the opportunity for consolidation within the industry.
On February 7, 2011, we entered into an agreement with Kindred Healthcare for the acquisition of
RehabCare and each of our subsidiaries. Attached is the press release announcing the transaction,
which is targeted to close on or about June 30, 2011.
This acquisition brings together two strongly aligned organizations with dedicated and
compassionate teams of clinical professionals focused on a common mission of improving lives.
Combining the strengths of RehabCare and Kindred will establish the nations premier provider of
services across the post-acute continuum.
I will continue to oversee hospital rehabilitation services programs as part of Kindreds
Rehabilitation division, which will carry the RehabCare brand going forward. Any contract that
you execute with RehabCare will continue to be honored by Kindred.
The combination of our expertise will mean expanded capabilities and efficiencies for you as we
blend the best practices and more than 50 years experience of both companies. Specifically, you
can expect the following benefits:
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Access to more than 13,000 therapy professionals with advanced training in a wide
variety of clinical areas |
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Robust recruiting platform as the countrys largest employer of physical, occupational
and speech therapists nationwide |
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Tracking/trending of treatment data on more than 60,000 patients daily for improved
patient outcomes and clinical advancements |
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Enhanced technology initiatives to drive greater clinical and operational results |
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A louder voice to push for change and ensure patients have access to the rehabilitative
services they need |
As we move towards completing this transaction, our top priority will be to provide you with the
high-quality service that has been described to you during the sales process. In the longer term,
we look forward to integrating our capabilities with Kindreds to offer even better service and
deliver on our promise of helping people regain their lives.
Your Vice President of Business Development will be in touch with you soon to discuss any questions
or concerns you may have.
Thank you for the opportunity to serve your hospital and the patients of your community.
Sincerely,
Mary Pat Welc
Senior Vice President
Additional Information About this Transaction
In connection with the proposed transaction between Kindred and RehabCare, Kindred will file with
the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 that will
include a joint proxy statement of Kindred and RehabCare that also constitutes a prospectus of
Kindred. RehabCare and Kindred will mail the definitive proxy statement/prospectus to their
respective stockholders. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus
(when available) and other related documents filed by RehabCare and Kindred with the SEC at the
SECs website at www.sec.gov. The joint proxy statement/prospectus (when available) and the other
documents filed by RehabCare and Kindred with the SEC may also be obtained for free by accessing
RehabCares website at www.rehabcare.com and clicking on the Investor Information link and then
clicking on the link for SEC Filings, and Kindreds website at www.kindredhealthcare.com and
clicking on the Investors link and then clicking on the link for SEC Filings.
Participants in this Transaction
RehabCare, Kindred, 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 proposed transaction. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of stockholders in connection with the
proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed
with the SEC. You can find information about RehabCares executive officers and directors in its
definitive proxy statement filed with the SEC on March 23, 2010. You can find information about
Kindreds executive officers and directors in Kindreds definitive proxy statement filed with the
SEC on April 1, 2010. You can obtain free copies of these documents from RehabCare or Kindred,
respectively, from the RehabCare and Kindred websites 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. RehabCare cautions 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
RehabCare and Kindred, 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: the ability to obtain regulatory approvals of the transaction on
the proposed terms and schedule; the failure of RehabCare and Kindred stockholders to approve the
transaction; failure to obtain the necessary financing for the transaction; the failure to
consummate or delay in consummating the proposed merger for other reasons; the outcome of pending
or potential litigation or governmental investigations; the risk that the businesses will not be
integrated successfully or such integration may be more difficult, time-consuming or costly than
expected; uncertainty of the expected financial performance of Kindred following completion of the
proposed transaction; Kindreds ability to achieve the cost savings and synergies contemplated by
the proposed transaction within the expected time frame; disruption from the proposed transaction
making it more difficult to maintain relationships with customers, employees or suppliers; and
general economic conditions that are less favorable than expected. Additional factors that may
affect future results are contained in RehabCares and Kindreds 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
RehabCare or Kindred. RehabCare and Kindred disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.