HCA Inc. (NYSE: HCA) announced today the preliminary results of its
modified "Dutch" auction tender offer to purchase up to 61,000,000
shares of the company's common stock, which expired at 5:00 p.m., New
York City time, on November 11, 2004.
Based on the preliminary count by National City Bank, the depositary for
the tender offer, approximately 62,568,220 shares of common stock were
properly tendered and not withdrawn at a price at or below $39.75 per
share, including shares that were tendered through notice of guaranteed
delivery. HCA intends to exercise its right to purchase additional
shares of common stock without extending the tender offer in accordance
with applicable securities laws. Accordingly, HCA expects to purchase an
aggregate of approximately 62,568,220 shares at a purchase price of
$39.75 per share.
The number of shares to be purchased and the price per share are
preliminary, are based on the shares tendered through notice of
guaranteed delivery being validly tendered and are subject to
verification by the depositary, and are therefore subject to change. It
is anticipated that the tender offer for the shares of common stock will
not be subject to proration. The actual number of shares purchased, the
final purchase price and the proration factor, if any, will be announced
promptly following completion of the verification process. Payment for
the shares accepted for purchase, and return of all other shares
tendered, will occur promptly after completion of the final purchase
price and proration computations, if applicable.
Any questions with regard to the tender offer may be directed to
Georgeson Shareholder Communications, Inc., the information agent, at
(888) 264-7052. The lead dealer manager for the tender offer was Merrill
Lynch & Co. and the dealer manager for the tender offer was JPMorgan.
Cautionary Note Regarding Forward-looking Statements
This press release contains forward-looking statements based on current
management expectations, including statements regarding the Company's
expectations regarding the results of the tender offer. Those
forward-looking statements include all statements other than those made
solely with respect to historical fact. Numerous risks, uncertainties
and other factors may cause actual results to differ materially from
those expressed in any forward- looking statements. These factors
include, but are not limited to (i) the number of shares validly
tendered and the price at which the Company finally determines to
purchase shares in the tender offer, (ii) the increased leverage
resulting from the financing of the tender offer, (iii) increases in the
amount and risk of collectability of uninsured accounts and deductibles
and co-pay amounts for insured accounts, (iv) the ability to achieve
operating and financial targets, achieve expected levels of patient
volumes and control the costs of providing services, (v) the highly
competitive nature of the health care business, (vi) the efforts of
insurers, health care providers and others to contain health care costs,
(vii) possible changes in the Medicare and Medicaid programs that may
impact reimbursements to health care providers and insurers, (viii) the
ability to attract and retain qualified management and personnel,
including affiliated physicians, nurses and medical support personnel,
(ix) potential liabilities and other claims that may be asserted against
the Company, (x) fluctuations in the market value of the Company's
common stock, (xi) the impact of the Company's charity care and self-pay
discounting policy changes, (xii) changes in accounting practices,
(xiii) changes in general economic conditions, (xiv) future divestitures
which may result in charges, (xv) changes in revenue mix and the ability
to enter into and renew managed care provider arrangements on acceptable
terms, (xvi) the availability and terms of capital to fund the expansion
of the Company's business, (xvii) changes in business strategy or
development plans, (xviii) delays in receiving payments for services
provided, (xix) the possible enactment of Federal or state health care
reform, (xx) the outcome of pending and any future tax audits, appeals
and litigation associated with the Company's tax positions, (xxi) the
outcome of the Company's continuing efforts to monitor, maintain and
comply with appropriate laws, regulations, policies and procedures and
the Company's corporate integrity agreement with the government, (xxii)
changes in Federal, state or local regulations affecting the health care
industry, (xxiii) the ability to successfully integrate the operations
of Health Midwest, (xxiv) the ability to develop and implement the
payroll and human resources information systems within the expected time
and cost projections and, upon implementation, to realize the expected
benefits and efficiencies, (xxv) the continuing impact of the recent
hurricanes on the Company's Florida facilities and the ability to obtain
recoveries under the Company's insurance policies, and (xxvi) other risk
factors detailed in the Company's filings with the SEC. Many of the
factors that will determine the Company's future results are beyond the
ability of the Company to control or predict. In light of the
significant uncertainties inherent in the forward- looking statements
contained herein, readers should not place undue reliance on
forward-looking statements, which reflect management's views only as of
the date hereof. The Company undertakes no obligation to revise or
update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise. Notwithstanding any statement in this press
release, the safe harbor protections of the Private Securities
Litigation Reform Act of 1995 do not apply to statements made in
connection with a tender offer.
All references to "Company" and "HCA" as used throughout this document
refer to HCA Inc. and its affiliates.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Statements in this press release regarding HCA's business
which are not historical facts are "forward-looking statements" that
involve risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from those
contained in the forward-looking statements, see "Risk Factors" in the
Company's Annual Report or Form 10-K for the most recently ended fiscal
year.
http://www.hcahealthcare.com
Investors, Mark Kimbrough, +1-615-344-2688, or
Media, Jeff Prescott, +1-615-344-5708,
both of HCA Inc.