HCA Inc. (NYSE: HCA) announced today that the Federal Trade Commission
has granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with the company's pending acquisition by a consortium of
private equity investment firms in a transaction valued at approximately
$33 billion. The acquiring consortium includes affiliates of Bain
Capital, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private
Equity and HCA Founder Dr. Thomas F. Frist, Jr.
The transaction remains subject to the receipt of shareholder approval
as well as the satisfaction of other previously disclosed closing
conditions. The transaction is expected to close in the fourth quarter
of 2006.
About HCA
HCA Inc. is a holding company whose affiliates own and operate hospitals
and related health care entities. The term "affiliates" includes direct
and indirect subsidiaries of HCA Inc. and partnerships and joint
ventures in which such subsidiaries are partners. At June 30, 2006,
these affiliates owned and operated 176 hospitals, 92 freestanding
surgery centers and facilities which provided extensive outpatient and
ancillary services, and affiliates of HCA Inc. were partners in joint
ventures that owned and operated seven hospitals and nine freestanding
surgery centers which are accounted for using the equity method. The
Company's facilities are located in 21 states, England and Switzerland.
Important Additional Information About the Transaction
In connection with the proposed merger, on August 9, 2006, HCA filed a
preliminary proxy statement with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO. Investors and
security holders may obtain a free copy of the definitive proxy
statement (when available) and other documents filed by HCA at the
Securities and Exchange Commission's Web site at http://www.sec.gov/.
The definitive proxy statement and such other documents may also be
obtained for free from HCA by directing such request to HCA Inc., Office
of Investor Relations, One Park Plaza, Nashville, Tennessee 37203,
telephone: (615) 344-2068.
HCA and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
proposed merger. Information concerning the interests of HCA's
participants in the solicitation, which may be different than those of
HCA stockholders generally, is set forth in HCA's proxy statements and
Annual Reports on Form 10-K, previously filed with the Securities and
Exchange Commission, and in the proxy statement relating to the merger.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current
HCA management expectations. 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, (1) the
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement; (2) the outcome of any
legal proceedings that have been or may be instituted against HCA and
others relating to the merger agreement; (3) the inability to complete
the merger due to the failure to obtain shareholder approval or the
failure to satisfy other conditions to consummation of the merger; (4)
the failure to obtain the necessary debt financing arrangements set
forth in commitment letters received in connection with the merger; (5)
the failure of the merger to close for any other reason; (6) risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger;
(7) the effect of the announcement of the merger on our customer
relationships, operating results and business generally; (8) the ability
to recognize the benefits of the merger; (9) the amount of the costs,
fees, expenses and charges related to the merger and the actual terms of
certain financings that will be obtained for the merger; and (10) the
impact of the substantial indebtedness incurred to finance the
consummation of the merger. Many of the factors that will determine the
outcome of the subject matter of this press release are beyond HCA's
ability to control or predict. HCA 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.
"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.
Web site: http://www.hcahealthcare.com
INVESTORS, Mark Kimbrough, +1-615-344-2688, or
MEDIA, Jeff Prescott, +1-615-344-5708, both of HCA