EXHIBIT 99.1
[Gentiva Health Services logo]
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PRESS RELEASE
FINANCIAL AND INVESTOR CONTACT:
John R. Potapchuk
631-501-7035
john.potapchuk@gentiva.com
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MEDIA CONTACT:
David Fluhrer
631-501-7102
516-589-0778
david.fluhrer@gentiva.com
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FOR IMMEDIATE RELEASE
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GENTIVA(R) HEALTH SERVICES TO ACQUIRE THE HEALTHFIELD GROUP,
A LEADING HOMECARE AND HOSPICE PROVIDER, FOR $454 MILLION IN CASH AND STOCK
Gentiva to Discuss Transaction on Special Conference Call
Scheduled for 10:00 am ET, January 5, 2006
Melville, NY, January 5, 2006 -- Gentiva Health Services, Inc. (NASDAQ: GTIV),
the nation's largest provider of comprehensive home health services, announced
today that it has entered into an agreement to acquire The Healthfield Group,
Inc. - a leading provider of home healthcare and hospice with approximately 130
locations primarily in eight southeastern states -- for $454 million in cash and
stock, excluding transaction costs and subject to post-closing adjustments.
Gentiva will discuss the transaction during a special conference call
for investors and other interested parties today, January 5, 2006, at 10:00 a.m.
ET. Details regarding call participation are included below.
The purchase price consists of shares of Gentiva common stock with a
value of approximately $55 million and approximately $399 million in cash, a
portion of which will be used to refinance Healthfield's existing net
indebtedness. Gentiva has received a fully underwritten financing commitment
from Lehman Brothers Inc. to provide funding for the acquisition. The
transaction, which is subject to Hart-Scott-Rodino review, is expected to close
in the first quarter of 2006.
Healthfield's trailing 12-month pro forma unaudited revenues were
approximately $291 million through the period ended September 30, 2005. Gentiva
anticipates the transaction will be accretive to its fiscal 2006 results and
expects to provide additional information when the transaction closes.
Founded in 1986, Atlanta-based Healthfield operates offices in Alabama,
Florida, Georgia, Michigan, North Carolina, South Carolina, Tennessee, Virginia
and West Virginia. The combination would significantly increase Gentiva's
ability to serve the home healthcare market in Alabama, Georgia North Carolina
and Tennessee, and establish a presence in South Carolina. Healthfield also
offers a complete range of durable medical and respiratory equipment, and
infusion therapy services.
"This transaction is a turning point for Gentiva as we will cross the
billion-dollar mark in net revenues and fuel our platform for growth in
complementary businesses serving an aging population," said Chairman and CEO Ron
Malone. "Our combination with Healthfield will substantially extend our industry
leadership and our geographic reach in the southeast, and include significant
operations in four key states with certificate of need requirements. It will
make Gentiva one of the nation's 10 largest hospice providers with a growing
platform and the critical mass for expansion. And the transaction brings
together two highly compatible organizations who share similar cultures,
philosophies, standards of excellence and other attributes fostered by talented
management teams and employees. We anticipate a smooth integration and look
forward to capitalizing on many new opportunities."
"Today's announcement is an important milestone, not only for our two
companies, but for the homecare patients, referral sources and payers who will
ultimately benefit from their relationships with our combined organization,"
said Rod Windley, Healthfield's Chairman and CEO. "Thanks to the expertise of
both organizations and the opportunities this transaction should bring, Gentiva
will be in a better position to contribute to - and benefit from -- solutions to
our growing national health challenges." Upon the closing, Windley is expected
to join Gentiva's Board of Directors and serve as Vice Chairman.
Gentiva's financial advisor is Lehman Brothers Inc. and its counsel is
Weil, Gotshal & Manges LLP.
INSTRUCTIONS FOR PARTICIPATION IN TODAY'S SPECIAL GENTIVA CONFERENCE
CALL:
o EVENT: Gentiva Health Services' Special Conference Call on
Healthfield Transaction
o DATE AND TIME: Thursday, January 5, 2006, 10:00 a.m. ET
o INSTRUCTIONS: United States, Canada and international: Call (612)
332-0932
o WEB CAST URL: http://www.gentiva.com/investors/FinancialEvents.asp
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o REPLAY: A replay of the call will be available on January 5,
beginning at 1:30 p.m. ET, and will remain available continuously
through January 12. To listen to a replay of the call, dial (800)
475-6701 and enter the following code at the prompt: 813041. To
listen to a replay of the call outside the United States, dial
(320) 365-3844 and enter the same code following the prompt. To
access the web cast archive, log onto
http://www.gentiva.com/investors/FinancialEvents.asp
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o INVESTOR PRESENTATION MATERIAL: Representatives of Gentiva will
have meetings or discussions from time to time with investors and
analysts regarding the proposed transaction. Presentation
material will be posted January 5, 2006 on Gentiva's web site in
the investor relations section (http://www.gentiva.com/investors).
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ABOUT GENTIVA HEALTH SERVICES, INC.
Gentiva Health Services, Inc. is the nation's largest provider of comprehensive
home health services. Gentiva serves patients through more than 350 direct
service delivery units within approximately 250 locations in 35 states, and
through CareCentrix(R), which manages home healthcare services for many major
managed care organizations throughout the United States and delivers them in all
50 states through a network of more than 2,500 third-party provider locations,
as well as Gentiva locations. The Company is a single source for skilled
nursing; physical, occupational, speech and neurorehabilitation services; social
work; nutrition; disease management education; and help with daily living
activities, as well as other therapies and services. Gentiva's revenues are
generated from commercial insurance, federal and state government programs and
individual consumers. For more information, visit Gentiva's web site,
www.gentiva.com, and its investor relations section at
http://www.gentiva.com/investor.
FORWARD-LOOKING STATEMENT
Certain statements contained in this news release, including, without
limitation, statements containing the words "believes," "anticipates,"
"intends," "expects," "assumes," "trends" and similar expressions, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are based upon the
Company's current plans, expectations and projections about future events.
However, such statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the Company's ability to consummate the
acquisition of The Healthfield Group, Inc., to successfully integrate its
operations, and to achieve expected synergies and operating efficiencies in the
acquisition, in each case, within expected time-frames or at all; the Company's
ability to obtain financing and regulatory approvals required to complete the
acquisition on the terms expected or within expected time-frames; revenues may
be lower than expected following the acquisition; difficulties in maintaining
relationships with employees, customers, or suppliers may be greater than
expected following the acquisition; general economic and business conditions;
demographic changes; changes in, or failure to comply with, existing
governmental regulations; legislative proposals for health care reform; changes
in Medicare and Medicaid reimbursement levels; effects of competition in the
markets the Company operates in; liability and other claims asserted against the
Company; ability to attract and retain qualified personnel; availability and
terms of capital; loss of significant contracts or reduction in revenues
associated with major payer sources; ability of customers to pay for services;
business disruption due to natural disasters or terrorist acts; a material shift
in utilization within capitated agreements; and changes in estimates and
judgments associated with critical accounting policies. For a detailed
discussion of certain of these and other factors that could cause actual results
to differ from those contained in this news release, please refer to the
Company's various filings with the Securities and Exchange Commission (SEC),
including the "risk factors" section contained in the Company's annual report on
Form 10-K, as amended, for the year ended January 2, 2005.
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