Community Health Systems, Inc. (NYSE: CYH) (“CHS”) and Health Management Associates, Inc. (NYSE: HMA) (“HMA”) announced today that the Registration Statement on Form S-4 relating to the companies' proposed merger has been declared effective by the Securities and Exchange Commission (“SEC”).
The Form S-4 contains HMA’s definitive proxy statement relating to soliciting the required approval of the transaction by HMA stockholders. HMA is expected to commence the mailing of the definitive proxy statement to its stockholders on or about November 25, 2013. CHS and HMA encourage HMA stockholders to review the proxy statement and to vote FOR adoption of the merger agreement at the HMA special stockholders’ meeting to be held in Naples, Florida, at 8:00 a.m., local time, on January 8, 2014.
“We are pleased that the SEC has completed its review, and we can continue to move towards the successful completion of our acquisition of HMA,” said Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc. “We continue to believe this transaction represents full and fair value for HMA stockholders, while positioning CHS for long-term growth that will generate incremental stockholder value and benefit local communities and patients around the country. We look forward to working closely with HMA over the coming weeks to secure stockholder approval of the transaction.”
The transaction is expected to be completed during 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.
Under the terms of the transaction, 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 litigation matters described in the Registration Statement on Form S-4.