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 RECEIVES THE REQUISITE CONSENTS PURSUANT TO
ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS
7 1/2% SENIOR SUBORDINATED NOTES DUE 2013
BRENTWOOD, TN, APRIL 1, 2005 - Province Healthcare Company ("Province
Healthcare") (NYSE: PRV) announced today that it has received the requisite
consents and tenders from holders of its 7 1/2% Senior Subordinated Notes due
2013 (CUSIP No. 743977AF7) (the "Notes") 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").
On March 18, 2005, Province Healthcare, 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"), commenced a cash tender offer and consent
solicitation for any and all of its $200,000,000 outstanding principal amount of
the Notes. The consent solicitation expired at 12:00 midnight, New York City
time, on Thursday, March 31, 2005. Prior to expiration of the consent
solicitation, holders of approximately 96.9% of the outstanding principal amount
of the Notes had tendered their Notes and consented to the Proposed Amendments.
These consents and tenders may not be validly withdrawn unless Province
Healthcare makes a material change in the terms of the tender offer. The tender
offer is scheduled to expire at 12:00 midnight, New York City time, on April 15,
2005, unless extended or earlier terminated.
Province Healthcare intends to enter into a supplemental indenture to
effect the Proposed Amendments described in the Offer to Purchase and Consent
Solicitation Statement, dated March 18, 2005. The Proposed Amendments will not
become operative, however, unless and until the Notes tendered by the consenting
holders are accepted for purchase pursuant to the terms of the tender offer.
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Once the Proposed Amendments become operative, they will be binding upon the
holders of the Notes not purchased in the offer.
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, 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 between LifePoint Hospitals
and Province Healthcare, Lakers Holding has filed with the Securities and
Exchange Commission (the "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 or about February 22, 2005.
Investors and security holders are advised to read the joint proxy
statement/prospectus and other relevant materials when they become available, as
well as any amendments or supplements to those documents, because they will
contain important information about Lakers Holding, 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 or Lakers
Holding by contacting Investor Relations, LifePoint Hospitals, Inc., 103 Powell
Court, Suite 200, Brentwood, Tennessee, 37027, Phone: (615) 372-8500 and by
Province
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Healthcare by contacting Investor Relations, Province Healthcare Company, 105
Westwood Place, Suite 400, Brentwood, Tennessee, 37027, Phone: (615) 370-1377.
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 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) problems may arise
in successfully integrating the businesses of the two companies; (2) the
acquisition may involve unexpected costs; (3) the combined company may be unable
to achieve cost-cutting synergies; (4) the businesses may suffer as a result of
uncertainty surrounding the acquisition; and (5) 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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