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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offer is conditioned upon, among other things, a minimum of 5,489,914 shares being tendered in the offer and not withdrawn and clearance of the proposed transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.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.
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