Daily News: July 30, 2013

Community Health Systems to Acquire HMA for $7.6B

Community Health Systems and Health Management Associates announced that they have entered into a definitive merger agreement pursuant to which CHS will acquire HMA for approximately $7.6 billion, including the assumption of approximately $3.7 billion of indebtedness. When completed, CHS would own or operate approximately 206 hospitals in 29 states with a total bed count of over 31,000.

CHS has received financing commitments from BofA Merrill Lynch, Credit Suisse, who are acting as financial advisors, and certain of their affiliates. Kirkland & Ellis is acting as CHS’s legal advisor. Morgan Stanley is acting as financial advisor to HMA, and Weil, Gotshal & Manges is acting as its legal advisor.

Under the terms of the agreement, CHS will acquire all of the issued and outstanding common stock of HMA for a combination of cash and CHS stock currently valued at $13.78 per HMA share, based on CHS’ closing stock price as of July 29, 2013, and consisting of $10.50 per share in cash plus 0.06942 of a share of CHS common stock for each HMA share. HMA shareholders will own approximately 16 percent of the shares of the combined company following the close of the transaction.

In addition to the cash and stock consideration, HMA shareholders would also receive one Contingent Value Right (CVR) for each HMA share they own, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain matters described in HMA’s public filings under the “Legal Proceedings” section.

The merger agreement was unanimously approved by the board of directors of CHS. HMA’s board of directors also unanimously approved the agreement and recommends that its stockholders approve the merger.

“This compelling transaction provides a strategic opportunity to form a larger company with a diverse portfolio of hospitals that is well positioned to realize the benefits of health care reform and to address the changing dynamics of our industry,” said Wayne T. Smith, chairman, President and CEO of Community Health Systems.

CHS expects the transaction to have a neutral impact on its earnings per share in the first year following the close of the transaction and also expects the transaction to be significantly accretive to earnings per share thereafter.

The transaction is expected to close by the end of the first quarter of 2014 and is subject to approval by a 70% vote of HMA’s stockholders, antitrust clearance, receipt of other regulatory approvals, the absence of certain adverse developments and customary closing conditions. The transaction is not subject to a financing condition.