Gentiva Board Adopts Limited Shareholder Rights Plan With Shareholder
Rights Plan Will Expire in One Year
ATLANTA, May 23, 2014
ATLANTA, May 23, 2014 /PRNewswire/ --The Board of Directors of Gentiva Health
Services, Inc. (NASDAQ: GTIV) (the "Company") today announced that it has
adopted a limited duration shareholder rights plan (the "Rights Plan") and
declared a dividend of one right on each share of the Company's common stock
outstanding as of close of business on June 3, 2014. The Rights Plan was
adopted following the Company's rejection of the unsolicited, non-binding
proposal by Kindred Healthcare, Inc. ("Kindred") to acquire Gentiva for $14.00
per share in Kindred stock and cash, as it significantly undervalues Gentiva,
is inadequate and is not in the best interests of the Company or its
Commenting on behalf of the Board, Rod Windley, Executive Chairman of Gentiva,
said: "As significant equity holders, the Gentiva Board is fully aligned with
the interests of our fellow shareholders. The Board unanimously adopted this
Rights Plan to ensure that it remains in the best position to perform its
fiduciary duties and to ensure that the value we are creating accrues to
Gentiva and not to someone else looking to opportunistically appropriate that
value. We are confident that we can best deliver significant value by
continuing to execute our One Gentiva initiative and look forward to sharing
more details about our plans and prospects with our shareholders in the coming
In the absence of further action by the Board and subject to certain
exceptions, the rights generally will become exercisable and allow holders to
acquire the Company's common stock at a discounted price if a person or group
acquires beneficial ownership of 15% percent or more of the Company's common
stock (or equivalent derivative positions) in a transaction not approved by
the Board. In that situation, rights held by persons or groups that exceed
the 15% threshold will be void. The rights will expire on May 20, 2015 unless
earlier redeemed, exchanged or terminated by the Company.
Shareholders are not required to take any action to receive the rights
distribution. Until the rights become exercisable, they will trade with the
shares of the Company's common stock. The Rights Plan will not have an impact
on the reported earnings per share of the Company and will not change the
manner in which the Company's common stock is currently traded.
Details of the Rights Plan are outlined in a summary of the Rights Plan which
will be mailed to shareholders. Additional information regarding the Rights
Plan will be contained in the Form 8-K to be filed by Gentiva with the U.S.
Securities and Exchange Commission.
Barclays and Edge Healthcare Partners LLC are serving as financial advisors to
Gentiva, and Greenberg Traurig, LLP is serving as legal advisor.
About Gentiva Health Services, Inc.
Gentiva Health Services, Inc. is one of the nation's largest providers of home
health, hospice and community care services, delivering innovative, high
quality care to patients across the United States. Gentiva is a single source
for skilled nursing; physical, occupational, speech and neurorehabilitation
services; hospice services; social work; nutrition; disease management
education; help with daily living activities; and other therapies and
Forward-Looking Statement Disclaimer
This press release may contain written "forward-looking statements" within the
meaning of the U.S. federal securities laws. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include all statements that do
not relate solely to historical or current facts, and can be identified by the
use of words such as "expect," "intend," "plan," "believe," "project,"
"anticipate," "seek," "will," "likely," "estimate," "may," "continue,"
"deliver," and similar expressions of a future or forward-looking nature. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any such statements presented herein to reflect
any change in expectations or any change in events, conditions or
circumstances on which any such statements are based. Factors that could
adversely affect the Company's business and prospects are described in the
filings made by the Company with the SEC.
Financial and Investor Contact
Kekst and Company
SOURCE Gentiva Health Services, Inc.
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