Health Management Associates Releases Communication Urging Shareholders Not
to Respond to Glenview Consent Solicitation
NAPLES, Fla. -- June 28, 2013
Health Management Associates, Inc. (NYSE: HMA) today released a communication
intended to update shareholders about issues regarding its Board of Directors.
Dear Fellow HMA Stockholder,
As you may be aware, Glenview Capital Partners, L.P. (“Glenview”)—an
investment vehicle controlled and managed by Larry Robbins—has commenced a
process seeking to remove all of the current members of the Board of Directors
(the “Board”) of Health Management Associates, Inc. (the “Company”).
Glenview’s plan is to replace the current Board—all of whom are independent
except the CEO—with individuals selected solely by Glenview.
Glenview’s timing is not in the best interests of stockholders since it comes
a) less than two weeks after the Company publicly announced that we have
engaged financial and legal advisors in connection with our ongoing
consideration of strategic alternatives and opportunities available to the
Company, and b) about a month after the Company’s 2013 Annual Meeting of
Stockholders at which all of the Company’s directors were elected by
stockholders. In our view, Glenview’s actions are an unnecessary distraction
to the Company’s strategic review process and an attempt to advance its own
agenda for the Company with its hand-picked nominees.
Notwithstanding Glenview’s actions, we remain steadfastly committed to acting
in the best interests of all of the stockholders of the Company. We will
continue to discharge our duties in this regard by completing as quickly as
possible our evaluation of the strategic alternatives and opportunities
available to the Company. In so doing, our focus is on serving the best
interests of all stockholders over the narrow interests of one, as well as
ensuring that we honor our commitment to provide our patients and communities
with vital services of the highest quality. As you would expect, we are
considering all strategic alternatives and opportunities available to the
Company, including those alternatives suggested by Glenview.
You should not permit Glenview to derail our strategic review process before
you have had an opportunity to review the results. Because the written consent
process would allow stockholders to act at any time, there is no need to take
any action at this time in response to Glenview’s consent solicitation.
In addition to evaluating all opportunities available to the Company to
maximize stockholder value, we also are actively engaged in addressing the
numerous challenges facing the Company and the health care industry.
Accordingly, we strongly urge you to allow us to complete our work for the
benefit of all stockholders, and to take no action in response to the Glenview
materials until you hear from us about the results of our work so that you can
make a fully informed decision. Please do not allow Glenview’s efforts to
disrupt this process.
We look forward to updating you on our strategic review process over the
course of the next few weeks.
The Board of Directors
Health Management Associates, Inc.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are
subject to risks, uncertainties and assumptions and are identified by words
such as “expects,” “estimates,” “projects,” “anticipates,” “believes,”
“intends,” “plans,” “may,” “pending,” “continues,” “should,” “could” and other
similar words. All statements addressing operating performance, events or
developments thatHealth Management Associates, Inc. expects or anticipates
will occur in the future, including but not limited to projections of revenue,
provisions for doubtful accounts, income or loss, capital expenditures, debt
structure, principal payments on debt, capital structure, the amount and
timing of funds under the meaningful use measurement standard of various
Healthcare Information Technology incentive programs, other financial items
and operating statistics, statements regarding our plans and objectives for
future operations, the impact of changes in observation stays, our ability to
achieve process efficiencies, factors we believe may have an impact on our
deductibles and co-pays, acquisitions, acquisition financing, divestitures,
joint ventures, market service development and other transactions, statements
of future economic performance, statements regarding our legal proceedings and
other loss contingencies (including, but not limited to, the timing and
estimated costs of such matters), statements regarding market risk exposures,
statements regarding the effects and/or interpretations of recently enacted or
future health care laws and regulations, statements regarding the potential
impact of health care exchanges, statements of the beliefs or assumptions
underlying or relating to any of the foregoing statements, and statements that
are other than statements of historical fact, are considered to be
Because they are forward-looking, such statements should be evaluated in light
of important risk factors and uncertainties. These risk factors and
uncertainties are more fully described in Health Management Associates, Inc.’s
most recent Annual Report on Form 10-K, including under the heading entitled
“Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any ofHealth Management Associates, Inc.’s underlying
beliefs or assumptions prove incorrect, actual results could vary materially
from those currently anticipated. In addition, undue reliance should not be
placed on Health Management Associates, Inc.’s forward-looking statements.
Except as required by law, Health Management Associates, Inc. disclaims any
obligation to update its risk factors or to publicly announce updates to the
forward-looking statements contained in this press release to reflect new
information, future events or other developments.
Additional Information and Where to Find It
Health Management Associates, Inc. (“HMA”) and its directors and executive
officers may be deemed to be participants in the solicitation of consent
revocations from HMA stockholders in connection with the consent solicitation
conducted by Glenview Capital Management and certain of its affiliates.
Information about HMA officers and directors and their ownership of HMA common
shares is set forth in the proxy statement for HMA’s 2013 Annual Meeting of
Stockholders, which was filed with the Securities and Exchange Commission (the
“SEC”) on April 4, 2013. Information about HMA officers and directors is set
forth in HMA’s Annual Report on Form 10-K for the year ended December 31,
2012, which was filed with the SEC on February 27, 2013. Investors and
security holders may obtain more detailed information regarding the direct and
indirect interests of the participants in the solicitation of consent
revocations in connection with the consent solicitation conducted by Glenview
Capital Management and certain of its affiliates by reading the preliminary
and definitive consent revocation statement statements regarding the
transaction, which will be filed by HMA with the SEC.
In connection with the consent solicitation, HMA will file a preliminary
consent revocation statement with the SEC in response to the consent
solicitation. SHAREHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT HMA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain free copies of these documents (when they are available) and other
documents filed with the SEC at the SEC’s web site at www.sec.gov. In
addition, the documents filed by HMA with the SEC may be obtained free of
charge by contacting HMA at HMA, Attn: Investor Relations, (239) 598-3131.
HMA’s filings with the SEC are also available on its website at ir.hma.com.
Health Management Associates, Inc.
MaryAnn M. Hodge, 239-598-3131
Vice President, Marketing & Communication
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