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Stock Market & Financial Investment News

News Breaks
July 14, 2014
07:32 EDTKND, GTIVKindred Healthcare increases all-cash tender offer for Gentiva to $16 per share
Kindred Healthcare (KND) announced that it has amended its previously announced all-cash tender offer to acquire all of the outstanding shares of common stock of Gentiva Health Services (GTIV), together with the associated preferred share purchase rights. Under the amended offer, Kindred will seek to purchase 14.9% of Gentiva’s outstanding shares at an increased offer price of $16.00 per share in cash. The amended offer is conditioned upon, among other things, a minimum of 5,489,914 shares being tendered in the offer and not withdrawn and clearance of the proposed transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In light of the Gentiva board of directors’ implementation of a poison pill the 14.9% ownership stake sought by Kindred also represents the maximum amount of shares outstanding that can be accepted in the amended offer. If the offer is oversubscribed, Kindred will purchase the tendered shares on a pro rata basis. The amended offer will expire at 5:00 pm, New York City time on July 28 unless further extended. Paul J. Diaz, CEO of Kindred, said, “Our enhanced $16.00 per share all-cash offer underscores our confidence in the merits of uniting our two highly complementary companies. We have also indicated our willingness to structure the transaction so that Gentiva shareholders can receive a mix of cash and stock—allowing them to participate in the combined company’s substantial upside—but this would only be possible through a negotiated transaction. While we continue to believe that Kindred could unlock significant value through this transaction, we will not consider further increasing our offer unless the Gentiva board and management team engage with Kindred and demonstrate additional value in the due diligence process.” Citigroup is acting as financial advisor to Kindred. Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor and Gibson, Dunn & Crutcher LLP is serving as special counsel to Kindred.
News For KND;GTIV From The Last 14 Days
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October 16, 2014
17:23 EDTKND, GTIVKindred Healthcare reports 14.6% stake in Gentiva Health
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October 10, 2014
16:19 EDTKNDNorth Tide reports 5.72% passive stake in Kindred Healthcare
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11:17 EDTKNDKindred Healthcare upgraded to Outperform at Avondale (pre-open)
Pre-open, Avondale upgraded Kindred Healthcare (KND) to Outperform from Market Perform (KND) citing the company's agreement to purchase Gentiva (GTIV).
10:01 EDTKNDOn The Fly: Analyst Upgrade Summary
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05:30 EDTKND, GTIVKindred Healthcare upgraded to Outperform from Market Perform at Wells Fargo
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October 9, 2014
16:25 EDTKND, GTIVOn The Fly: Closing Wrap
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12:30 EDTKND, GTIVOn The Fly: Midday Wrap
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10:41 EDTKNDHigh option volume stocks
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09:35 EDTKND, GTIVKindred Healthcare sees Gentiva deal closing in 1Q15
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08:46 EDTGTIV, KNDKindred sees 'significant,' 'achievable' synergies from Gentiva deal
Kindred (KND) says it expects to issue in aggregate $620M-$720M of equity to maintain reasonable leverage. Says will issue Gentiva (GTIV) shareholders $200M in Kindred stock as part of purchase consideration, plans to raise $200M-$300M in equity and/or mandatory convertible securities between announcement and close. Says integration teams assembled, ready to be deployed immediately upon closing. Comments from slides that will be presented on Kindred's conference call discussing the proposed acquisition of Gentiva.
08:45 EDTKND, GTIVGentiva volatility low into being acquired by Kindred for $1.8B
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08:38 EDTGTIV, KNDKindred volatility flat into acquiring Gentiva for $1.8B
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08:27 EDTKND, GTIVKindred sees Gentiva deal immediately and significantly accretive
Kindred (KND) expects the acquisition of Gentiva (GTIV) will be immediately and significantly accretive to earnings and operating cash flows, exclusive of transaction and integration costs. Kindred expects the acquisition to be approximately 40c-60c accretive to pro forma earnings, and pro forma operating cash flows of $350 million to $400 million, both on a run rate basis, once Gentiva is fully integrated and expected synergies are fully realized in the second full year following the closing. On this same basis, following the combined company’s expected annual maintenance capital expenditures of $120 million to $130 million, Kindred expects pro forma cash flows of $230 million to $270 million. Kindred has identified approximately $70 million of annual cost and operating synergies and expects to achieve the full run rate within two years of closing, of which approximately $35 million is expected to be achieved in the first year following the closing. Kindred expects the majority of cost synergies to be achieved through combining information technology functions, merging supply chains and eliminating redundant public company expenses. In addition, Kindred expects to realize revenue synergies that will improve patient care transitions and choice, and drive volume growth as a result of cross-selling across the combined service platform. Kindred expects annual run rate revenue synergies of more than $60 million over time, with approximately $20 million to $30 million achievable in the first full year following the closing.
08:26 EDTKND, GTIVKindred Healthcare says combined company to operate in 47 states
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08:25 EDTKND, GTIVKindred to acquire Gentiva for $19.50 per share in cash and stock, or $1.8B
Kindred Healthcare (KND) and Gentiva Health Services (GTIV) announced that the companies have entered into a definitive merger agreement under which Kindred will acquire all of the outstanding shares of Gentiva common stock for $19.50 per share in a combination of cash and stock. The agreement was unanimously approved by the boards of directors of both companies. Under the terms of the agreement, Gentiva shareholders will receive $14.50 per share in cash and $5.00 of Kindred common stock. The transaction is valued at $1.8 billion, including the assumption of net debt. The companies expect the closing of the transaction to occur in the first quarter of 2015. The combined company will: Employ approximately 109,000 individuals, making it the 78th largest private employer and the 4th largest healthcare employer in the United States; Deliver pro forma annual revenues of approximately $7.1 billion; and Generate pro forma operating income, including expected cost synergies, of $1.0 billion. Paul J. Diaz, CEO of Kindred, said, “Over the last eight weeks, we undertook a robust due diligence process and worked closely and constructively with our counterparts at Gentiva to better understand their operations, financial results and outlook. This process confirmed the compelling strategic rationale and industrial logic of this combination, as well as our belief that this transaction is in the best interests of both companies and our respective shareholders, patients, employees and business partners." Kindred has obtained committed financing from Citi and J.P. Morgan in connection with the pending transaction. Subject to market and other conditions, the Company expects to finance the acquisition of Gentiva and associated costs through the issuance of $200 million to $300 million of common stock and mandatory convertible equity securities and $1.3 billion to $1.4 billion of unsecured notes prior to the closing of the acquisition. The Company expects to fund the remaining amounts through its existing line of credit. Following completion of the transaction, Kindred expects to have approximately 85 million fully diluted shares outstanding, comprised primarily of approximately 64 million shares outstanding today, approximately 10 million shares to be issued to Gentiva as part of the transaction consideration, and approximately nine million to 12 million shares associated with the expected offering of common stock and mandatory convertible equity securities. The Gentiva acquisition is subject to certain conditions, including the approval by the stockholders of Gentiva. Kindred and Gentiva have already received clearance for the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
08:23 EDTKND, GTIVKindred to acquire Gentiva for $19.50 per share in cash and stock
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