HCA Inc. (NYSE: HCA) announced today that it has established a record
date and special meeting date for its shareholders to consider and vote
upon the proposal to adopt the previously announced merger agreement
providing for the acquisition of HCA by an investor group led by Bain
Capital, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private
Equity and HCA founder Dr. Thomas F. Frist, Jr.
HCA shareholders of record at the close of business on Friday, October
6, 2006, will be entitled to notice of the special meeting and to vote
on the proposal. The special meeting will be held on Thursday, November
16, 2006 at 11:00 a.m., local time, at HCA's executive offices located
at One Park Plaza, Nashville, Tennessee 37203.
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 September 30, 2006,
these affiliates owned and operated 172 hospitals, 95 freestanding
surgery centers and facilities which provided extensive outpatient and
ancillary services. Affiliates of HCA Inc. are also partners in joint
ventures that own and operate 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, HCA will file a definitive 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 shareholders 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 shareholders generally, is set forth in HCA's proxy statement and
Reports on Form 10-K and Form 10-Q, previously filed with the Securities
and Exchange Commission, and in the definitive proxy statement relating
to the merger when it becomes available.
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.
media, Jeff Prescott,
+1-615-344-5708, or
investors, Mark Kimbrough,
+1-615-344-2688,
both of HCA Inc.