Exhibit 99.1
(LIFEPOINT HOSPITALS, INC. LOGO)
CONTACT: FOR LIFEPOINT HOSPITALS, INC. FOR PROVINCE HEALTHCARE COMPANY
MICHAEL J. CULOTTA CHRISTOPHER T. HANNON
CHIEF FINANCIAL OFFICER CHIEF FINANCIAL OFFICER
(615) 372-8512 (615) 376-7266
LIFEPOINT HOSPITALS, INC. AND PROVINCE HEALTHCARE COMPANY
ANNOUNCE EXCHANGE RATIO
IN CONNECTION WITH PROPOSED ACQUISITION
BRENTWOOD, TENNESSEE (April 13, 2005) - LifePoint Hospitals, Inc. ("LifePoint
Hospitals") (NASDAQ: LPNT) and Province Healthcare Company ("Province
Healthcare") (NYSE: PRV) jointly announced today that the exchange ratio in
connection with LifePoint Hospitals' proposed acquisition of Province Healthcare
will be 0.2917. The exchange ratio equals the fraction of a share of common
stock of Lakers Holding Corp. ("New LifePoint") which, together with $11.375 in
cash, will be exchanged for each share of Province Healthcare common stock held
by Province Healthcare stockholders. The exchange ratio assumes that the closing
of the proposed merger will take place, as currently scheduled, on Friday, April
15, 2005, and is subject to change if the closing does not occur for any reason
on the scheduled date.
New LifePoint is a newly formed holding company which will be renamed
LifePoint Hospitals, Inc. after the consummation of the proposed merger.
LifePoint Hospitals, Inc. currently operates 30 hospitals in non-urban
communities. In most cases, the LifePoint Hospitals facility is the only
hospital in its community. LifePoint Hospitals' non-urban operating strategy
offers continued operational improvement by focusing on its five core values:
delivering high quality patient care, supporting physicians, creating excellent
workplaces for its employees, providing community value and ensuring fiscal
responsibility. Headquartered in Brentwood, Tennessee, LifePoint Hospitals is
affiliated with approximately 9,900 employees.
Province Healthcare Company, a provider of healthcare services in
attractive non-urban markets in the United States, owns or leases 21 general
acute care hospitals in 13 states with a total of 2,529 licensed beds.
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IMPORTANT LEGAL INFORMATION
In connection with the proposed transaction between LifePoint Hospitals and
Province Healthcare, Lakers Holding Corp. 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, and other relevant materials have been filed
by LifePoint Hospitals and Province Healthcare. 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 Corp., 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
Corp. 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.
This release includes forward-looking statements based on current management
expectations. Numerous factors exist which may cause results to differ from
these expectations. Many of the factors that will determine the companies'
future results are beyond the companies' ability to control or predict with
accuracy. Such forward-looking statements, particularly those statements
regarding the effects of the proposed transaction, reflect the current
expectations and beliefs of the managements of LifePoint Hospitals and Province
Healthcare, are not guarantees of performance of LifePoint Hospitals, Province
Healthcare or the combined entity following completion of the proposed
transaction, and are subject to a number of risks, uncertainties, assumptions
and other factors that could cause actual results to differ from those described
in the forward-looking statements. For example, such risks, uncertainties,
assumptions and other factors relating to the proposed transaction 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. These forward-looking statements are also
subject to other risks and uncertainties, including, without limitation, (i)
reduction in payments to healthcare providers by government and commercial
third-party payors, as well as changes in the manner in which employers provide
healthcare coverage to their employees; (ii) the possibility of adverse changes
in, and requirements of, applicable laws, regulations, policies and procedures,
including those required by LifePoint Hospitals' corporate integrity agreement;
(iii) the ability to manage healthcare risks, including malpractice litigation,
and the lack of state and federal tort reform; (iv) the availability, cost and
terms of insurance coverage; (v) the highly competitive nature of the healthcare
business, including the competition to recruit and retain physicians and other
healthcare professionals; (vi) the ability to attract and retain qualified
management and personnel; (vii) the geographic concentration of the companies'
operations; (viii) the ability to acquire hospitals on favorable terms; (ix) the
ability to operate and integrate newly acquired facilities successfully; (x) the
availability and terms of capital to fund the companies' business strategies;
(xi) changes in the companies' liquidity or indebtedness; (xii) the potential
adverse impact of government investigations and litigation involving the
business practices of healthcare providers, including whistleblowers
investigations; (xiii) volatility in the market value of each company's common
stock; (xiv) changes in general economic conditions in the markets the companies
serve; (xv) LifePoint Hospitals' reliance on information technology systems
maintained by HCA Inc.; (xvi) the costs of complying with the Americans With
Disabilities Act; and (xvii) those risks and uncertainties described from time
to time in the companies' filings with the SEC, including those related to the
proposed transaction. Therefore, the companies' future results may differ
materially from those described in this release. Neither LifePoint Hospitals nor
Province Healthcare undertakes any obligation to update any forward-looking
statements, or to make any other forward-looking statements, whether as a result
of new information, future events or otherwise.
All references to "LifePoint Hospitals" as used throughout this release refer to
LifePoint Hospitals, Inc. and its affiliates. All references to "Province
Healthcare" as used throughout this release refer to Province Healthcare Company
and its affiliates.