HCA Inc. (NYSE: HCA) announced today that shareholders have voted to
approve the proposed merger agreement providing for the acquisition of
HCA by an investor group including Bain Capital, Kohlberg Kravis Roberts
& Co., Merrill Lynch Global Private Equity, HCA Founder Dr. Thomas F.
Frist, Jr. and HCA management.
Based upon the preliminary tally of shares voted, 320.3 million shares
were voted at the special meeting, representing 82% of HCA's total
outstanding voting shares. Of those shares voting, 283.5 million shares
voted in favor of the adoption of the merger agreement, representing
72.9% of HCA's total outstanding voting shares.
Under the terms of the merger agreement, HCA shareholders will receive
$51 in cash, without interest, for each share of HCA common stock held.
The transaction is anticipated to close on November 17.
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 seven freestanding
surgery centers which are accounted for using the equity method. The
Company's facilities are located in 21 states, England and Switzerland.
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) court approval of the
memorandum of understanding in connection with the settlement of the six
consolidated purported class action lawsuits filed in connection with
the merger; (4) the inability to complete the merger due to the failure
to satisfy any conditions to completion of the merger; (5) the failure
to obtain the necessary debt financing arrangements set forth in
commitment letters received in connection with the merger; (6) the
failure of the merger to close for any other reason; (7) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger;
(8) the effect of the announcement of the merger on our customer
relationships, operating results and business generally; (9) the ability
to recognize the benefits of the merger; (10) 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 (11) 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.
Investors, Mark Kimbrough, +1-615-344-2688, or
Media, Jeff Prescott, +1-615-344-5708,
both of HCA
http://www.hcahealthcare.com