Kindred Healthcare Sends Letter to Gentiva

  Kindred Healthcare Sends Letter to Gentiva

Business Wire

LOUISVILLE, Ky. -- June 27, 2014

Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today sent
the following letter to the board of directors of Gentiva Health Services,
Inc. (“Gentiva”)(NASDAQ:GTIV):

 
    June 27, 2014
    
    Rodney Windley
    Executive Chairman
    Gentiva Health Services, Inc.
    3350 Riverwood Parkway, Suite 1400
    Atlanta, GA 30339
    
    Tony Strange
    Chief Executive Officer, President and Director
    Gentiva Health Services, Inc.
    3350 Riverwood Parkway, Suite 1400
    Atlanta, GA 30339
    
    Dear Rod and Tony:
    
    We are writing to you, and the entire board of directors of Gentiva,
    regarding the reports in the marketplace that Gentiva may be pursuing an
    acquisition of Amedisys (NASDAQ:AMED). We are concerned that, while
    refusing to discuss Kindred’s highly attractive cash offer, the Gentiva
    board may be pursuing a course that would disenfranchise its shareholders
    through a value-destroying and highly levered transaction with Amedisys.
    
    We believe it is incumbent on the Gentiva board, in fulfilling its
    fiduciary duty to its shareholders, to sit down with Kindred immediately
    and explore our value-enhancing proposal before entering into any
    agreement that could impair the value of, or preclude, a Kindred-Gentiva
    combination.
    
    As you know, our all-cash offer of $14.50 per share represents a 70%
    premium to Gentiva’s closing share price on May 14, 2014 (the day prior to
    Kindred making its proposal public), and would deliver immediate and
    certain value to Gentiva shareholders. In addition, we have expressed a
    willingness to offer cash and stock in a structure that would allow
    Gentiva shareholders to participate further in the synergies and upside
    potential of the proposed combination (which many Gentiva shareholders
    have told us they would prefer). We have also indicated that we would be
    prepared to consider increasing the value of our offer if Gentiva were to
    commence discussions and demonstrate additional value.
    
    Even before the Amedisys reports were brought to our attention, we
    listened with interest to the remarks of Gentiva’s Chief Financial
    Officer, Eric Slusser, at the Wells Fargo Healthcare Conference,
    particularly his statements indicating that a vertically integrated
    post-acute care provider would be best positioned to deliver effective
    care in the long run. This is one of the many reasons why we believe the
    proposed combination of Kindred and Gentiva makes so much sense.
    
    A Kindred-Gentiva combination would offer the benefits of vertical
    integration and position our combined company to provide integrated
    post-acute care at lower cost to a much broader range of patients. As both
    Gentiva and Amedisys focus exclusively on home health and hospice care,
    such a combination would not similarly advance the interests of patients
    or position Gentiva at the forefront of changes to the U.S. healthcare
    delivery system.
    
    We note that Kindred has an outstanding track record of successfully
    integrating acquisitions, including most recently RehabCare and Senior
    Home Care. In contrast to Kindred, both Gentiva and Amedisys have
    experienced integration challenges in the past. We believe the combination
    of Kindred and Gentiva would have minimal execution risk and a high
    likelihood of swift and seamless integration.
    
    Kindred remains firmly committed to the proposed combination with Gentiva,
    but we take our responsibilities to our shareholders very seriously. If
    Gentiva were to move forward with any other transaction, Kindred would
    review the outstanding $14.50 cash offer and consider revising or
    withdrawing it.
    
    As we have stated repeatedly over the last six weeks, we would strongly
    prefer to work with the Gentiva board to reach a negotiated agreement. We
    have repeatedly requested meetings with you, and are prepared to meet with
    you and your advisors as soon as is practicable. We once again call upon
    your board to immediately commence good-faith discussions with Kindred, so
    that our companies can move forward with a combination that serves the
    interests of all our stakeholders.
    
    Sincerely,
    
    Paul J. Diaz
    Chief Executive Officer
    Kindred Healthcare, Inc.
    
    cc: Phyllis R. Yale, Chair of the Board
    

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding the Company’s
ability to complete the Offering, the Company’s anticipated use of proceeds
from the Offering, the Company’s proposed acquisition, and statements
containing the words such as “anticipate,” “approximate,” “believe,” “plan,”
“estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,”
“may,” “potential,” “upside,” and other similar expressions. Statements in
this press release that are not historical facts are forward-looking
statements that are estimates reflecting the best judgment of the Company
based upon currently available information.

Such forward-looking statements are inherently uncertain, and stockholders and
other potential investors must recognize that actual results may differ
materially from the Company’s expectations as a result of a variety of
factors, including, without limitation, those set forth in the Company’s
Annual Report on Form 10-K and in its reports on Forms 10-Q and 8-K. Such
forward-looking statements are based upon management’s current expectations
and include known and unknown risks, uncertainties and other factors, many of
which the Company is unable to predict or control, that may cause the
Company’s actual results, performance or plans to differ materially from any
future results, performance or plans expressed or implied by such
forward-looking statements. These statements involve risks, uncertainties and
other factors detailed from time to time in the Company’s filings with the
SEC.

Many of these factors are beyond the Company’s control. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance. The Company disclaims any obligation to
update any such factors or to announce publicly the results of any revisions
to any of the forward-looking statements to reflect future events or
developments.

Additional Information

This press release is provided for informational purposes only and does not
constitute an offer to purchase or the solicitation of an offer to sell any
securities of Gentiva. The solicitation and offer to buy Gentiva common stock
have been made pursuant to an offer to purchase and related materials, as they
may be amended from time to time. Investors and shareholders should read those
filings carefully as they contain important information, including the terms
and conditions of the offer. The offer to purchase and related materials, as
well as Kindred’s other public filings, have been filed with the SEC and may
be obtained without charge at the SEC’s website at www.sec.gov and at
Kindred’s website at www.kindredhealthcare.com. The offer to purchase and
related materials may also be obtained for free by contacting the information
agent for the tender offer, D.F. King & Co., Inc. at (212) 269-5550 (collect)
or (800) 859-8508 (toll-free) or by email at gentivaoffer@dfking.com.

About Kindred Healthcare

Kindred Healthcare, Inc., a top-150 private employer in the United States, is
a FORTUNE 500 healthcare services company based in Louisville, Kentucky with
annual revenues of $5 billion and approximately 63,000 employees in 47 states.
At March 31, 2014, Kindred through its subsidiaries provided healthcare
services in 2,313 locations, including 100 transitional care hospitals, five
inpatient rehabilitation hospitals, 99 nursing centers, 22 sub-acute units,
157 Kindred at Home hospice, home health and non-medical home care locations,
105 inpatient rehabilitation units (hospital-based) and a contract
rehabilitation services business, RehabCare, which served 1,825 non-affiliated
facilities. Ranked as one of Fortune magazine’s Most Admired Healthcare
Companies for six years in a row, Kindred’s mission is to promote healing,
provide hope, preserve dignity and produce value for each patient, resident,
family member, customer, employee and shareholder we serve. For more
information, go to www.kindredhealthcare.com.

Contact:

Media
Kindred Healthcare, Inc.
Susan Moss, 502-596-7296
Senior Vice President, Marketing and Communications
or
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Andrew Siegel
212-355-4449
or
Investors and Analysts
Kindred Healthcare, Inc.
Hank Robinson, 502-596-7732
Senior Vice President, Tax and Treasurer
or
D.F. King & Co., Inc.
Jordan Kovler / Kristian Klein
212-232-2247
 
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