EXHIBIT 99.1
(PROVINCE HEALTHCARE LOGO)
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: CHRISTOPHER T. HANNON
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(615) 370-1377
PROVINCE HEALTHCARE COMMENCES TENDER OFFER AND CONSENT
SOLICITATION FOR 7 1/2% SENIOR SUBORDINATED NOTES DUE 2013
BRENTWOOD, TN, MARCH 18, 2005 - Province Healthcare Company ("Province
Healthcare") (NYSE: PRV) announced today that, in connection with its previously
announced business combination (the "Proposed Transaction") with LifePoint
Hospitals, Inc. ("LifePoint") (NASDAQ: LPNT) into a newly formed company ("New
LifePoint"), it has commenced a cash tender offer and consent solicitation for
any and all of its $200,000,000 outstanding principal amount of 7 1/2% Senior
Subordinated Notes due 2013 (CUSIP No. 743977AF7) (the "Notes"). The tender
offer and consent solicitation are being made upon the terms and conditions set
forth in the Offer to Purchase and Consent Solicitation Statement and related
Consent and Letter of Transmittal, each dated March 18, 2005.
The tender offer is scheduled to expire at 12:00 midnight, New York
City time, on April 15, 2005, unless extended or earlier terminated. However, no
consent payments will be made in respect of Notes tendered after 12:00 midnight,
New York City time, on March 31, 2005 (the "Consent Date"). Tendered Notes may
not be withdrawn and consents may not be revoked after 12:00 midnight, New York
City time on March 31, 2005, unless such date is extended. The tender offer
consideration for each $1,000 principal amount of Notes validly tendered and
accepted for purchase will be based on a fixed spread of 50 basis points over
the yield on the price determination date of the 2.625% U.S. Treasury Note due
May 15, 2008, plus accrued and unpaid interest up to, but not including, the
date of payment for the Notes, minus the consent payment described below. The
price determination date will be 2:00 p.m., New York City time on April 12, 2005
(unless such date is extended prior to the price determination date, in which
case the price determination date will not be less than two nor more than ten
full business days prior to the expiration date).
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The consents are being solicited to eliminate substantially all of the
restrictive covenants and to significantly amend the merger covenant and certain
events of default and related provisions contained in the indenture governing
the Notes (the "Proposed Amendments"). Holders of the Notes who consent to the
Proposed Amendments will receive a consent payment of $20.00 per $1,000
principal amount of Notes validly tendered and accepted for purchase pursuant to
the tender offer if they consent on or prior to the Consent Date, unless such
date is extended. Holders who properly tender also will be paid accrued and
unpaid interest up to, but not including, the payment date. Holders may not
tender their Notes without delivering consents or deliver consents without
tendering their Notes.
The obligations of Province Healthcare to accept for purchase and pay
for the Notes in the tender offer is conditioned on, among other things, the
satisfaction or waiver of all conditions precedent to the consummation of the
Proposed Transaction and the receipt of consents to the Proposed Amendments from
the holders of at least a majority of the aggregate principal amount of
outstanding Notes, each as described in more detail in the Offer to Purchase and
Consent Solicitation Statement.
This announcement is not an offer to purchase, nor a solicitation of an
offer to purchase, nor a solicitation of tenders or consents with respect to,
any Notes. The tender offer and consent solicitation are being made solely
pursuant to the Offer to Purchase and Consent Solicitation Statement and related
Consent and Letter of Transmittal.
Province Healthcare has retained Citigroup Global Markets Inc. to serve
as the dealer manager and solicitation agent for the tender offer and the
consent solicitation. Questions regarding the tender offer and consent
solicitation or requests for documents may be directed to Citigroup Global
Markets Inc., Liability Management Group, at (800) 558-3745 (U.S. toll free) and
(212) 723-6106 (collect) or Global Bondholder Services Corporation, the
Information Agent, at (866) 804-2200 (U.S. toll-free) and (212) 430-3774
(collect).
In connection with the proposed transaction, LifePoint Hospitals and
Province Healthcare have filed with the Securities and Exchange Commission
("SEC") a joint proxy statement/prospectus, as part of a Registration Statement
on Form S-4, as amended, and other relevant materials. The definitive joint
proxy statement/prospectus was mailed to the stockholders of LifePoint Hospitals
and Province Healthcare on February 22, 2005. Investors and security holders are
advised to read the joint proxy statement/prospectus and other relevant
materials, as
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well as any amendments or supplements to those documents, because they will
contain important information about LifePoint Hospitals, Province Healthcare and
the proposed transaction. In addition, the joint proxy statement/prospectus and
other relevant materials filed by LifePoint Hospitals or Province Healthcare
with the SEC may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by LifePoint Hospitals by contacting
Investor Relations, LifePoint Hospitals, Inc., 103 Powell Court, Suite 200,
Brentwood, Tennessee, 37027, Phone: (615) 372-8500 and by Province Healthcare by
contacting Investor Relations, Province Healthcare Company, 105 Westwood Place,
Suite 400, Brentwood, Tennessee, 37027, Phone: (615) 370-1377.
LifePoint Hospitals and Province Healthcare, and their respective
directors and executive officers, may be deemed to be participants in the
solicitation of proxies from their respective stockholders with respect to the
transactions contemplated by the Agreement and Plan of Merger by and among New
LifePoint, LifePoint Hospitals, Lakers Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of New LifePoint, Pacers Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of New LifePoint, and Province
Healthcare dated as of August 15, 2004, as amended as of January 25, 2005 (the
"Merger Agreement"). Information about the directors and executive officers of
LifePoint Hospitals, and their interests in the transactions contemplated by the
Merger Agreement, including their ownership of LifePoint Hospitals common stock,
is set forth in the proxy statement for LifePoint Hospitals' 2004 annual
meeting, which was filed with the SEC on April 28, 2004. Information about the
directors and executive officers of Province Healthcare, and their interests in
the transactions contemplated by the Merger Agreement, including their ownership
of Province Healthcare common stock, is set forth in the proxy statement for
Province Healthcare's 2004 annual meeting, which was filed with the SEC on April
20, 2004. Investors and security holders may obtain additional information
regarding the interests of such potential participants by reading the joint
proxy statement/prospectus and the other relevant documents filed with the SEC
as they become available.
This document may contain statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Such forward-looking
statements, particularly those statements regarding the effects of the merger,
reflect LifePoint Hospitals, Inc.'s and Province Healthcare Company's current
expectations and beliefs, are not guarantees of performance of LifePoint
Hospitals or the newly formed combined
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entity and are subject to a number of risks, uncertainties, assumptions and
other factors that could cause actual results to differ materially from those
described in the forward-looking statements. For example, such risks,
uncertainties, assumptions and other factors include, without limitation, the
possibility that (1) the companies may be unable to obtain the required
stockholder or regulatory approvals; (2) problems may arise in successfully
integrating the businesses of the two companies; (3) the acquisition may involve
unexpected costs; (4) the combined company may be unable to achieve cost-cutting
synergies; (5) the businesses may suffer as a result of uncertainty surrounding
the acquisition; and (6) the combined company may be subject to future
regulatory or legislative actions. For a further discussion of these and other
risks, uncertainties, assumptions and other factors, see the joint proxy
statement/prospectus and LifePoint Hospitals' and Province Healthcare's filings
with the Securities and Exchange Commission. LifePoint Hospitals and Province
Healthcare undertake no duty to update forward-looking statements.
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