HCA Inc. (NYSE: HCA) announced today the preliminary results of its
modified "Dutch" auction tender offer to purchase up to 50,000,000
shares of the Company's common stock, which expired at 5:00 p.m., New
York City time, on November 14, 2005.
Based on the preliminary count by National City Bank, the depositary for
the tender offer, approximately 28.75 million shares of common stock
were properly tendered and not withdrawn at a price at or below $50.00
per share, including shares that were tendered through notice of
guaranteed delivery.
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. 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.
The Company is authorized to repurchase additional shares in an amount
up to the remainder of the $2.5 billion authorization (approximately $1
billion) from time to time through open market purchases, or in private
or other transactions. Rule 13e-4(f) under the Securities Exchange Act
of 1934, as amended, prohibits the Company from purchasing any shares,
other than in the tender offer, until at least ten business days after
the expiration of the tender offer. Accordingly, any such additional
repurchases outside of the tender offer may not be consummated until at
least ten business days after the expiration of the tender offer.
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
objectives and expectations regarding the benefits that the tender offer
may provide to the Company and its shareholders.
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
tendered and the price at which the Company 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 and 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 continuing impact of the
hurricanes on the Company's affiliated Louisiana, Mississippi and Texas
facilities and the ability to obtain recoveries under the Company's
insurance policies, (vii) the efforts of insurers, health care providers
and others to contain health care costs, (viii) possible changes in the
Medicare, Medicaid and other state programs that may impact
reimbursements to health care providers and insurers, (ix) the outcome
of governmental investigations by the United States Attorney for the
Southern District of New York and the SEC, (x) the ability to attract
and retain qualified management and personnel, including affiliated
physicians, nurses and medical support personnel, (xi) potential
liabilities and other claims that may be asserted against the Company,
(xii) fluctuations in the market value of the Company's common stock,
(xiii) the impact of the Company's charity care and uninsured
discounting policy changes, (xiv) changes in accounting practices, (xv)
changes in general economic conditions, (xvi) future divestitures which
may result in charges, (xvii) changes in revenue mix and the ability to
enter into and renew managed care provider arrangements on acceptable
terms, (xviii) the availability and terms of capital to fund the
expansion of the Company's business, (xix) changes in business strategy
or development plans, (xx) delays in receiving payments for services
provided, (xxi) the possible enactment of Federal or state health care
reform, (xxii) the outcome of pending and any future tax audits, appeals
and litigation associated with the Company's tax positions, (xxiii) 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, (xxiv)
changes in Federal, state or local regulations affecting the health care
industry, (xxv) the ability of the Company to consummate successfully
the divestitures of ten hospitals on a timely basis and in accordance
with the definitive agreements entered into with LifePoint Hospitals,
Inc. and Capella Healthcare, (xxvi) 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, (xxvii) the outcome of certain class
action and derivative litigation filed with respect to the Company, and
(xxviii) 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.
"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.
Investors, Mark Kimbrough, +1-615-344-2688, or
Media, Jeff Prescott, +1-615-344-5708,
both of HCA