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Community Health Systems, Inc. (NYSE: CYH) (CHS) today commented on the statement by Health Management Associates (NYSE: HMA) (HMA) regarding CHS’s pending acquisition of HMA. In that statement, HMA announced that its Board of Directors has completed its review of the merger agreement between the two parties and unanimously recommends that HMA stockholders vote “FOR” the adoption of the agreement. CHS expressed its appreciation to HMA’s Board of Directors for its comprehensive evaluation and full support of the transaction.
Commenting on HMA’s announcement, Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc., said, “We are pleased that HMA’s Board of Directors unanimously supports the merger agreement and appreciate their thoughtful review of this important opportunity. While our industry faces a challenging operating environment overall, we continue to believe in the long-term strategic and financial benefits to be gained from the combination of our organizations. We look forward to the HMA stockholder vote on the merger agreement and to working closely with HMA to finalize this transaction. As we broaden our network of hospitals, continue to deliver quality care in communities across the nation, and realize the meaningful synergies available as a result of this merger, we will be well positioned for success.”
Under the terms of the transaction, HMA will be acquired by CHS for approximately $7.6 billion, including the assumption of outstanding indebtedness. CHS will acquire each issued and outstanding share of the common stock of HMA for $10.50 in cash, 0.06942 of a share of CHS common stock, and a Contingent Value Right, which could yield additional cash consideration of up to $1.00 per share, depending on the outcome of certain matters described in the Registration Statement on Form S-4. The transaction is expected to be completed in the first quarter of 2014 and is subject to approval of HMA stockholders holding 70 percent of HMA’s outstanding shares, antitrust clearance, receipt of other regulatory approvals, and the absence of certain adverse developments.