dfan14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §. 240.14a-12
TENET HEALTHCARE CORPORATION
(Name of Registrant as Specified in its Charter)
COMMUNITY HEALTH SYSTEMS, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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COMMUNITY HEALTH SYSTEMS RESPONDS TO
TENETS ENTRENCHMENT TACTICS
Tenet Adopts Stockholder Rights Plan and Amends Bylaws
In An Attempt to Allow 18 Month Delay Between Annual Meetings
FRANKLIN, Tenn. (January 7, 2011) Community Health Systems, Inc. (NYSE: CYH) (CHS) today
issued the following statement in response to Tenet Healthcare Corporations (NYSE: THC)
announcement that its Board of Directors has adopted a stockholder rights plan with a 4.9% trigger
and amended the Companys bylaws in an attempt to allow its 2011 Annual Meeting to be delayed for
up to 18 months after its 2010 Annual Meeting:
Tenet shareholders should be deeply disappointed that their Boards response to a compelling
40% premium offer is a double-barreled entrenchment strategy facilitating a significant delay of
their 2011 Annual Meeting and installing a poison pill. We are confident that Tenet shareholders
will see these steps for what they are: the actions of a Board that is not working for them. Rather
than resorting to delaying tactics, Tenet should engage with us in good-faith discussions to
complete a mutually beneficial transaction.
Credit Suisse is acting as financial advisor, Kirkland & Ellis LLP as legal counsel and D. F.
King & Co. as proxy solicitor for CHS.
About Community Health Systems, Inc.
Located
in the Nashville, Tennessee, suburb of Franklin, Community Health
Systems, Inc. (CHS or the Company) is the
largest publicly traded hospital company in the United States and a leading operator of general
acute care hospitals in non-urban and mid-size markets throughout the country. Through its
subsidiaries, the Company currently owns, leases or operates 126 hospitals in 29 states with an
aggregate of approximately 19,400 licensed beds. Its hospitals offer a broad range of inpatient and
surgical services, outpatient treatment and skilled nursing care. In addition, through its
subsidiary Quorum Health Resources, LLC, the Company provides management and consulting services to
approximately 150 independent non-affiliated general acute care hospitals located throughout the
United States.
Forward-Looking Statements
Any statements made in this news release that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (Tenet), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as anticipate, expect, suggest,
plan, believe, intend, estimate, target, project, could, should, may, will,
would, continue, forecast, and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that
many factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors that may materially affect such forward-looking statements
include: our ability to successfully complete any proposed transaction or realize the anticipated
benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other
approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on
the anticipated schedule, uncertainty of our expected financial performance following
completion of any proposed transaction and other risks and
uncertainties referenced in our filings with the Securities and
Exchange Commission (SEC). Forward-looking statements, like all statements in this
news release, speak only as of the date of this news release (unless another date is indicated). We
do not undertake any obligation to publicly update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. This
communication relates to a business
combination transaction with Tenet proposed by CHS, which may
become the subject of a registration statement filed with the SEC. This material is not a substitute for any prospectus, proxy statement or any other
document which CHS may file with the SEC in connection with the proposed transaction. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web site
maintained by the SEC at www.sec.gov or by directing a request to Community Health Systems, Inc.
at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
Participant Information
CHS, its directors and executive officers and other persons may be deemed to be participants in the
solicitation of proxies in connection with Tenets 2011 annual meeting of shareholders. The names of the directors
of CHS are: Wayne T. Smith, W. Larry Cash, John A. Clerico, James S. Ely III, John A. Fry, William N. Jennings,
M.D., Julia B. North and H. Mitchell Watson, Jr. The names of the executive officers of CHS are: Wayne T. Smith,
W. Larry Cash, William S. Hussey, David L. Miller, Thomas D. Miller, Michael T. Portacci, Martin D. Smith,
Rachel A. Seifert and T. Mark Buford. CHS and its subsidiaries beneficially owned approximately 420,000 shares
of Tenet common stock as of January 7, 2011. Additional information regarding CHSs directors and executive
officers is available in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the
SEC on April 9, 2010. Other information regarding potential participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be contained in any proxy
statement filed in connection with Tenets 2011 annual meeting of shareholders.
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Media Contacts:
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Investor Contacts: |
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Tomi Galin
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W. Larry Cash |
VP Corporate Communications
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EVP & CFO |
615-628-6607
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615-465-7000 |
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George Sard/Brooke Gordon
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Lizbeth Schuler |
Sard Verbinnen & Co
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VP Investor Relations |
212-687-8080
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615-465-7000 |