For Immediate Release
Universal
Health Services to Acquire Psychiatric Solutions for $3.1 Billion in Cash
Transformative
Transaction Creates Premier Facilities-Based Healthcare Provider
with Industry Leading Behavioral Health Platform
Press Release Source: Universal Health Services, Inc. On Monday
May 17, 2010, 2:35 am EDT
KING OF PRUSSIA, Pa. & FRANKLIN, Tenn.--(BUSINESS WIRE)--Universal
Health Services, Inc. (NYSE: UHS - News) (“UHS”) and Psychiatric
Solutions, Inc. (NASDAQ: PSYS - News) (“PSI”) announced
today that they have reached a definitive agreement
whereby UHS will acquire PSI for a price of $33.75 per share in cash,
or approximately
$2.0 billion. Including the assumption of approximately
$1.1 billion in PSI net debt, the total transaction consideration
is approximately
$3.1 billion.
UHS’s acquisition
of PSI is a highly strategic transaction that brings together two
complementary companies to create a premier facilities-based
healthcare provider with an industry-leading presence in
the behavioral health care services sector. PSI is the largest standalone
operator
of owned or leased freestanding psychiatric inpatient facilities
with 94 facilities in 32 states, Puerto Rico, and the U.S. Virgin
Islands.
Today, UHS owns or operates 25 acute care hospitals and
102 behavioral health care facilities and schools located across
32 states, as well
as in Washington, D.C. and Puerto Rico.
The 2009 combined revenue
and EBITDA (as defined below) of UHS and PSI was more than $7.0 billion
and approximately $1.1 billion, respectively.
On a combined basis, in 2009 the company had approximately
6.2 million patient days in 221 heath care facilities across 37 states
and territories.
As a result of this combination, UHS’s revenue from the behavioral
health care business will represent approximately 45% of combined 2009
revenue and approximately 54% of combined 2009 EBITDA, before the allocation
of UHS’s corporate overhead costs.
“This transformative transaction is very compelling for shareholders,
patients and employees of both companies, and we are excited to add
PSI’s assets to our portfolio,” said Alan B. Miller, Chief
Executive Officer and Chairman of the Board of UHS. “The combination
with PSI will further strengthen our behavioral health
division, which has already grown substantially through capacity expansion
and strategic
acquisitions. Importantly, the combined company will have
ample opportunities for further growth in both the acute care and behavioral
health care
sectors.”
Mr. Miller continued, “UHS is proud of its more than 30-year
record of commitment to high quality healthcare and achieving outstanding
financial performance, and this transaction – which we expect
to be significantly accretive to earnings – will help us continue
to deliver strong results and increased shareholder value.”
“On behalf of the Special Committee of the board of directors
of PSI, we are pleased to have reached an agreement that will enable
us to deliver significant and certain value to our shareholders,” said
Christopher Grant, Jr., Chairman of the PSI Special Committee. “After
conducting a thorough review of strategic alternatives
and potential partners, we are pleased that PSI will become an important
part of
an established and highly respected industry leader.”
The combination is expected
to generate approximately $35-45 million in annual cost synergies
within three years following close, with the
majority occurring in years one and two. Excluding one-time
costs related to the acquisition, the transaction is expected to
be significantly
accretive to UHS’s earnings per share. In 2009, PSI’s revenue
was $1.8 billion with EBITDA of approximately $330 million.
The transaction was unanimously
approved by the Board of Directors of UHS. PSI’s Board of Directors,
acting on the unanimous recommendation of the Special Committee,
has approved the agreement and recommend
that PSI shareholders approve the merger.
The transaction has fully
committed debt financing to be provided by JPMorgan Chase Bank N.A.
and Deutsche Bank AG. UHS expects to complete
the transaction in the fourth quarter of 2010, subject
to customary closing conditions, including regulatory approvals and
clearance under
Hart-Scott-Rodino Act, as well as approval by PSI’s shareholders.
J.P. Morgan Securities Inc.
is acting as financial advisor to UHS. Cravath, Swaine & Moore
LLP is acting as legal advisor to UHS.
Goldman, Sachs & Co. is acting as financial advisor to the Special
Committee of the Board of Directors of PSI. Shearman & Sterling
LLP is acting as the Special Committee’s legal advisor.
Conference Call and Webcast Information:
UHS will hold a conference
call for investors and analysts at 10:00 a.m. eastern time on May
17, 2010. The dial-in number is 1-877-648-7971.
A digital recording of the conference call will be available
two hours after the completion of the conference call on May 17,
2010 and will
continue through midnight on May 31, 2010. The recording
can be accessed by calling 1-800-642-1687 and entering the conference
ID number 76218999.
This call will also be available live over the internet
at our web site at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.uhsinc.com%2F&esheet=6292993&lan=en_US&anchor=www.uhsinc.com&index=1&md5=ccad9c8ad7f6ec4adda3e9d1b47d9b3b.
There will be a slide presentation that will accompany
the conference call. The presentation will be available on the home
page and the investor
relations page of our website.
About Universal Health Services, Inc.
UHS is one of the nation’s
largest hospital companies operating, through its subsidiaries, acute
care hospitals, behavioral healthcare
facilities and ambulatory centers located throughout the
United States and Puerto Rico. UHS acts as the advisor to Universal
Health Realty
Income Trust, a real estate investment trust (NYSE: UHT
- News). For additional information on the Company, visit our web
site: http://www.uhsinc.com.
About Psychiatric Solutions, Inc.
PSI offers an extensive continuum of behavioral health programs to
critically ill children, adolescents and adults and is the largest
operator of owned or leased freestanding psychiatric inpatient facilities
with more than 11,000 beds in 32 states, Puerto Rico and the U.S. Virgin
Islands. PSI also manages freestanding psychiatric inpatient facilities
for government agencies and psychiatric inpatient units within medical/surgical
hospitals owned by others.
Forward-Looking Statements
This press release may contain “forward-looking statements”.
Forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or
words of similar meaning and include, but are not limited to, statements
about the expected future businesses of UHS and PSI resulting from
and following the proposed acquisition. These statements are based
on the current expectations of UHS and PSI and are inherently subject
to uncertainties and changes in circumstances. Among the factors that
could cause actual results to differ materially from those described
in the forward-looking statements are factors relating to the fulfillment
of certain closing conditions to the proposed acquisition, and changes
in global, political, economic, business, competitive, market and regulatory
forces. UHS and PSI undertake 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.
Please refer to UHS’s and PSI’s filings with the SEC, including
its most recent Annual Report on Form 10-K, for more information
on additional risks that could cause actual results to differ from
the
forward-looking statements made herein.
This communication may be
deemed to be solicitation material in respect of the proposed acquisition
of PSI by UHS. In connection with the proposed
acquisition, UHS and PSI intend to file relevant materials
with the SEC, including PSI ’s proxy statement on Schedule 14A.
INVESTORS AND SECURITY HOLDERS
OF UHS AND PSI ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING PSI’S PROXY
STATEMENT, WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION.
Investors and security holders
will be able to obtain all such documents, when they become available,
free of charge through the website maintained
by the SEC at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=6292993&lan=en_US&anchor=www.sec.gov&index=3&md5=cb3b33d08a2f7326b9a0350f2a81283d,
or by directing a request to Investor Relations, Universal
Health Services, Inc., Universal Corporate Center, 367 South Gulph
Road, P.O. Box 61558,
King of Prussia, Pennsylvania 19406 (610-768-3300). Such
documents are not currently available.
UHS and certain of its directors and executive officers and other
persons, and PSI and its directors and certain executive officers,
may be deemed to be participants in the solicitation of proxies from
the holders of PSI common stock in respect of the proposed acquisition.
Information regarding such persons and a description of their interests
in the transaction will be contained in the proxy statement when it
is filed.
“EBITDA” is
defined as earnings before interest, income taxes, depreciation,
amortization, stock-based compensation expense
and income attributable to non-controlling interests.
Contact:
UHSInvestors:Steve G. Filton, 610-768-3300Chief Financial
OfficerorMedia:Sard Verbinnen & Co.Drew Brown & Renée
Soto, 212-687-8080orPSIInvestors:Brent Turner, 615-312-5700Executive
Vice President, Finance and AdministrationorMedia:Joele
Frank, Wilkinson Brimmer KatcherSteve Frankel & Jamie Moser,
212-355-4449.
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