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June 27, 2014
18:23 EDTKND, GTIV, AMEDKindred Healthcare sends letter to Gentiva Health board
Kindred (KND) CEO Paul Diaz sent the following letter to Gentiva Health (GTIV): "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 (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."
News For KND;GTIV;AMED From The Last 14 Days
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July 31, 2014
06:07 EDTAMEDAmedisys reported Q2 EPS 25c, consensus 13c
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July 29, 2014
08:04 EDTGTIV, KNDKindred reiterates commitment to acquisition of Gentiva for $17.25/share cash
Kindred Healthcare (KND) reiterated its commitment to its proposed combination with Gentiva Health Services (GTIV). As previously announced on July 21, Kindred is willing to enter into a negotiated agreement to acquire all of the outstanding shares of Gentiva for $17.25 per share in cash, subject to due diligence. Kindred is also prepared to enter into appropriate confidentiality and standstill agreements in order to facilitate discussions. Kindred believes that the value Gentiva shareholders would receive through a combination with Kindred is superior to what Gentiva could create on a standalone basis or through a transaction with any third party. Kindred said it is willing and able to quickly execute an all-cash transaction with no financing contingency at $17.25 per share. In addition to offering Gentiva shareholders an all-cash consideration, Kindred is willing to work with Gentiva to structure a transaction under which Gentiva shareholders could elect to receive a mix of cash and stock, enabling them to participate in the significant upside potential of the combined company. Kindred noted that it has already received antitrust approval for its proposed combination with Gentiva. Kindred CEO Paul Diaz, said, “We are as committed as ever to reaching agreement on a value-creating combination of Kindred and Gentiva, and we stand ready to quickly execute an all-cash transaction with no financing condition. We are eager to work with Gentiva, and look forward to entering into appropriate confidentiality and standstill agreements so that we can start the due diligence process. We are confident that constructive dialogue between our two companies will allow us to deliver the value inherent in the proposed combination to our respective shareholder groups, as well as our patients and employees.”
July 24, 2014
17:10 EDTGTIV, KNDGentiva Health announces entry into nondisclosure agreement
Gentiva Health Services (GTIV) announced that it has entered into a nondisclosure agreement with the recognized owner, operator and investor who, as disclosed previously, delivered on July 17 a proposal to Gentiva’s board to acquire all outstanding shares of Gentiva common stock for $17.25 per share in cash, subject to certain conditions. As previously disclosed, the board also has received a conditional proposal from Kindred Healthcare (KND). The board intends to provide to Kindred a nondisclosure agreement substantially similar in all material respects to the agreement it entered into with the other party. If and when Kindred executes such nondisclosure agreement, the board will provide Kindred with the same level of due diligence that will be made available to the other party. Kindred’s access to due diligence will be further conditioned on the termination of its partial tender offer for 14.9% of Gentiva’s shares. The board will carefully review the two proposals and any other proposals it might receive, including any revised proposals.
15:38 EDTGTIVGabelli lowers stake in Gentiva Health to 4.19% from 5.19%
July 23, 2014
10:25 EDTGTIV, KNDGentiva Health not in talks with Kindred Healthcare, says dealReporter
According to contacts, dealReporter said Gentiva Health (GTIV) and Kindred Healthcare (KND) have not had any discussions, contradicting recent rumors.
July 21, 2014
19:12 EDTKND, GTIVGentiva Health announces receipt of acquisition proposal from Kindred Healthcare
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17:40 EDTKND, GTIVKindred Healthcare offers to acquire Gentiva Health for $17.25 per share
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17:32 EDTGTIV, KNDKindred Healthcare offers to acquire Gentiva Health for $17.25 per share
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