Community Health Systems, Inc. CYH (“CHS”) and Health Management
Associates, Inc. HMA (“HMA”) announced today 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.
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.
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