Filed pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934
Filer: Kindred Healthcare, Inc.
Subject Company: Gentiva Health Services, Inc.
Form S-4 File Number: 333-200454
Better Together
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January 20, 2015
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Better Employee Together Transition Q&A
All transitions come with some amount of
uncertainty, but we want to be as transparent as possible throughout this time. The following Q&A explains the upcoming changes and important information related to Gentiva’s integration with Kindred.
What happens if a person is provided an expected termination Will there be any changes to my medical bene?ts? date and their work is transitioned before the expected Through the
end of 2015, Gentiva employees will continue with termination date? Is the individual terminated early or are they their selected medical bene?ts plan. In 2016, we will provide a paid through the identi?ed termination date? If their manager uni?ed
bene?ts program for the combined company. agrees, can they be excused early and still be eligible for severance? Will my PTO be affected?
If excused early, we will
pay through the date and severance will Through the end of 2015, Gentiva employees will continue with be provided. their current PTO program, which includes the number of hours you earn, the maximum sick bank you may maintain and how
What happens to an employee’s benefits if a person is you use the time. terminated? Is there a subsidized continuation of medical/dental during the severance time period? Will
Kindred maintain the Gentiva discount programs?
Gentiva employees who are currently on the Gentiva health Your current discount programs will continue for all of
2015. plan and are given a severance package will receive $400 Kindred also has a wide variety of negotiated discounts with a month for each month of severance offered. an array of phone service providers and others and we will communicate the full
nature of these discount programs and
If an employee is terminated, can the employee keep their cell other programs that feature employee preferred pricing after
phone number and equipment? Day 1.
All company equipment must be returned and cannot be purchased. Non-sales people may keep their cell phone numbers. Will there
be any changes to my 401(k) plan?
No changes will occur to your Gentiva 401(k) plan in 2015.
Will an employee receive severance if they choose to leave prior In 2016, the Gentiva 401(k) plan will merge into the Kindred to the end date identi?ed by Kindred? 401(k) plan.
No, they will not receive severance if they choose to leave prior to the date indicated in their severance agreement. What does this mean for our Gentiva stock?
Under the terms of the agreement, Gentiva shareholders will receive $14.50 per share in cash and $5.00 of Kindred common stock (which equates to 0.257 shares of
Kindred common stock
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based upon an agreed upon ?xed exchange ratio). Will outplacement services be provided to those We value your investment in Gentiva and
your impacted? continued support in Kindred. Yes, group outplacement services will be provided to those employees who receive a severance. These services When can Gentiva Stockholders expect to receive the will be provided onsite at Gentiva. You
will receive money and stock from the purchase of Gentiva? additional outplacement information within 30 days. We currently expect the closing of the transaction to occur in the ?rst quarter of 2015. Promptly after the As a current Gentiva employee,
will I be required to merger is completed, an exchange agent on our behalf reapply for my position once the merger is complete? will send to each record holder of Gentiva common stock No, you will not have to reapply to keep your a letter of
transmittal and instructions for surrendering or current position. transferring Gentiva shares in exchange for the merger consideration. If you are a stockholder, you were sent a What if I report to someone who works remotely? proxy statement of
Gentiva and a prospectus of Kindred If you report to someone who works remotely, that will include more information on the process for you will meet in person for the initial offer letter receiving your merger consideration. We urge you to
discussion and have regular touch point calls to discuss read these materials when they become available. your responsibilities and any potential knowledge transfer activities.
What will happen to the Gentiva travel reimbursement policies? Will I need to do anything to get ready for Day 1?
We are reviewing the current processes for both Gentiva We will provide all employees joining Kindred with an and Kindred and will communicate new processes for Employee Readiness
Guide – Your Passport to Kindred – requesting and booking travel and reimbursement shortly after Day 1. This guide will outline information if/when any changes are made. needed for Day 1 and beyond. During this transition period the most
important thing for you is to remain focused on doing your daily job.
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Better
Together FAQs
CONTENTS
To help you navigate this guide, we have divided this guide into five primary question themes: General, HR, Technology, Travel, and Sales.
General: 3
Why have we decided to combine these two companies? .3 What will the company look
like after the transaction is complete? .3 When will the transaction be final? .3 Over the past few months, we What changes will Gentiva employees notice?.3 have received over 200 questions What changes will Gentiva patients notice? .3 in response
to our Better Together What should I do during the transition? .3 newsletter from many of you How is this merger good for our patients and referral sources? .3 wanting to know more about our What is Kindred’s dress code policy? .3 transition to
Kindred. We appreciate How will Day 1 affect Gentiva Branding? Will the Gentiva all your thoughtful questions and are Hospice logo, colors, and name change at the grassroots continuing to work to communicate and local market levels?.3 Will Gentiva
employees that apply for available Kindred information as soon as it is available. openings be provided internal consideration as a current
To help make this
information easy-employee or will we have to apply as a new hire? .4 to-access, we have developed a What other opportunities will this transaction create for employees? .4 Frequently Asked Questions (FAQ) Are there opportunities for employees to
relocate to another state Guide from the Better Together as the merge moves forward? .4 newsletters. You can use the sections What will happen to the Gentiva headquarters in Atlanta? .4 below to quickly navigate to the When will Gentiva employees
receive updates? .4 specific topics/sections of interest.
If you have any additional questions Human Resources: 4 that have not been answered yet, please contact
us at Will there be any changes to my Gentiva benefits and PTO? .4 GentivaBetterTogether@kindred.com. I currently use the Employee discount for my personal Verizon phone plan. Do you have any knowledge is this discount will be continued with
Kindred?.4 How will this merger work for those employed by both companies? .4 Will outplacement services be provided to those impacted? .4 What does this mean for our Gentiva stock? .5
continued
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When can Gentiva Stockholders expect to receive the money and stock from the purchase of Gentiva? .5 When can Gentiva employees expect
to receive annual performance evaluations? .5 I have been using Gentiva Tuition Assistance to get through a degree program. How will that work now that Gentiva and Kindred are merging?.5
Will we see a pay raise?.5 & Will Kindred have opportunities for per diem and part-time employees? .5 Many Gentiva employees work virtually. Will Kindred embrace these
types of positions, or will we expect to see these positions change?.5 What will happen to Gentiva’s training and development programs (i.e., Clinical Ladder and Gentiva University)?.5 Currently per diem employees are receiving their paychecks
every Friday, will that remain the same? .5
Will the combined company continue to have the KINDRED HEALTHCARE’S John T. Ennis, Sr. Foundation?.5 MISSION is to
promote healing,
provide hope, preserve dignity Technology: 6 and produce value for each
What type of electronic documentation/computer-based patient, resident, family member, system is Kindred at Home using? .6 customer, employee and Will GentivaLink continue to be
used or will we be shareholder we serve. on a combined electronic records platform? .6 How does the combination of Gentiva and Kindred affect the plan to develop computer programs to support Hospice functionality? .6
OUR KEY SUCCESS FACTORS
Travel: 6
Take Care of Our People
Will there be any changes to Gentiva’s travel and reimbursement
policies? 6
Does Kindred provide a company vehicle? .6 • Take Care of Our Patients,
Residents and Customers
Grow Sales: 6 Be Efficient
What is Kindred at Home’s Referral Intake Model? How will the acquisition affect both companies Contracts with payers/vendors? .6 • Manage Our Capital Wisely Will the
current non-compete with Gentiva transfer over • Organizational Excellence to Kindred or will sales team members be required to sign a Through Performance new non-compete with Kindred? .6 Improvement Some of our long-term care facilities are
telling us they are no longer going to refer to us because of Kindred being their competition. Once the transaction is finalized will Gentiva Hospice be the
exclusive hospice provider in Kindred facilities? .6 Gentiva’s Mission is to Will Kindred have a central intake/insurance department to keep up improve quality of life and with the increase of new patient referrals and insurance verification/
patient independence through authorizations? .7 the delivery of compassionate Will we begin to accept more insurances as a combined company? .7
care and
uncompromising service.
continued
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GENERAL bedrock of our foundation.
Why have we
decided to combine these two companies? What should I do during the transition?
We believe that by joining together, we can create the This does not change
anything that you do each day. Please leading provider of integrated care that places us at the continue to act with the same dedication and focus that center of population health management and value- you always have as you deliver compassionate
care to your based payment trends in local markets. We know that our patients. companies are well aligned in our Missions and in our collective commitment to serving patients in the best way How is this merger good for our patients and referral
possible in order to create excellent clinical outcomes and sources? wellness. We believe that by joining together, we can create the leading provider of integrated care that has the strength What will the company look like after the transaction is
and clinical expertise to improve patient outcomes, smooth complete? care transitions between settings and create a recovery that The combined company will operate in 47 states and serve supports wellness and independence at home. We know that more
than one million patients per year. Additionally, the our companies are well aligned in our Missions and in our Kindred’s growth in its employee population to 109,000 will collective commitment to serving our patients, being strong make it the
78th largest private employer in the United partners with our referral sources and in creating exciting States and 4th largest private employer in the healthcare opportunities for our employees. industry. Together we will enhance Kindred’s
position as the nation’s premier post-acute care provider. What is Kindred’s dress code policy?
Our employees put our best foot forward in representing
After Day 1, our Integration Team will begin diving deeper Kindred with our patients, families and communities. We into the structure of our organization. We want to be sure ask that employees that have direct contact with patients, we are pulling
the best and most efficient practices from such as our registered nurses and physical therapists, wear Gentiva and Kindred to form the combined company. As appropriate attire and identification while on duty. For those we progress through 2015 we
will be able to provide more employees working in Support Centers, we ask that they specifics about any organizational changes that may occur. wear the appropriate business casual attire.
When will the transaction be final? How will Day 1 affect Gentiva Branding? Will the Gentiva We are making great strides with our Integration Team and Hospice logo, colors, and
name change at the grassroots and we expect the transaction to be complete within the first local market levels?
Quarter of 2015. Therefore, within a few short
months, At Kindred, we understand the importance of an
Gentiva and Kindred will become one unified company, organization’s brand and have worked hard to
promote and dedicated to a Mission of providing hope, healing and build the Kindred brand over the years. As we progress recovery for our patients. with combining our companies, we are planning on slowly integrating Gentiva into the Kindred brand.
We want to What changes will Gentiva employees notice? ease our customers through this transition and help them At the field level there will be little to no change. When understand that the care and services they received with the transaction is
finalized, the combined company will Gentiva will be the same with Kindred. embrace the best practices of both
organizations, which we expect will create exciting
opportunities for the majority of Since we will be such a large and geographically dispersed employees. We have formed an Integration Team to help organization, we feel strongly about all sites adopting plan for the combination and we intend to work
closely with the unified Kindred brand. We are currently developing the entire Gentiva management team to achieve a seamless marketing and branding strategies for areas throughout integration of our two organizations. the country to help educate the
public and promote the unmatched strength of our combined company.
What changes will Gentiva patients notice?
Your patients will see no change in the care delivered to them each day. As long as we all focus on the importance of continuing to deliver quality services to the patients we
treat, our businesses and the care provided will remain the
continued
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Will Gentiva employees that apply for available Kindred What will happen to the Gentiva headquarters in Atlanta? openings be provided
internal consideration as a current The headquarters of the combined company will be located employee or will we have to apply as a new hire? in Louisville, KY. However, the combined company will Until the transaction is complete, Kindred and
Gentiva maintain a significant presence in both Atlanta and Kansas will continue to operate as two separate companies. Due to City. legal restrictions, you as a Gentiva employee can not apply as an internal hire for Kindred positions prior to close.
If When will Gentiva employees receive updates? you do apply for and accept a position with Kindred prior to We have created an email address where you can send any close, you would be considered an external hire and would questions:
GentivaBetterTogether@kindred.com. This email therefore forfeit your tenure and any PTO accrued while address will be monitored by our communications group with Gentiva. on an ongoing basis and will be responded to by senior leadership. We will
address any questions you may have in Once the transaction is complete, due to legal restrictions, ongoing communications that we will send out regularly. there is an operational mandate that will freeze internal You will be able to access this
document and all future issues transfers between Kindred and Gentiva for 2015 while our of our Better Together communication on our employee systems and processes are harmonized. website www.kindredhealthcare.com/employees/.
What other opportunities will this transaction create for employees? HUMAN RESOURCES
When the
transaction is finalized, the combined company will embrace the best practices of both organizations, which Will there be any changes to my Gentiva benefits and PTO? we expect will create exciting career opportunities for many Through the end of
2015, Gentiva employees will continue employees. Kindred has demonstrated a history of investing with their selected healthcare benefits plan and PTO in its employees through educational, and professional and program, which includes the number of
hours you earn, leadership development opportunities that will continue in the maximum sick bank you may maintain, when and the combined company. what amount of time rolls over, and how you use the time.
Over the next several months we will begin the process
Are there opportunities for employees
to relocate to another of reviewing not only the benefit and PTO programs, but state as the merge moves forward? all Gentiva and Kindred HR programs, with the goal of After the transaction closes in early 2015, the combined harmonizing the offerings
for the combined company in company will have a significant presence in local 2016. As we move through this process we will provide communities in 2,869 locations throughout 47 states. This updates and more information as it becomes available.
nationwide presence offers new employment opportunities within the combined company. I currently use the Employee discount for my personal Verizon phone plan. Do you have any knowledge is this discount will
Please note that from Day 1 through the end of 2015, we be continued with Kindred? will be undergoing a “transition period,” in which we will Your current discount will
continue for all of 2015. Kindred work to get the Gentiva employees onto Kindred’s payroll also has a wide-variety of negotiated discounts with an array and systems. During this time, many decisions will be made of service providers –
including
phone services – and we will with regard to how to design the new benefit plans and communicate the full nature of these discount programs and how
to handle former years of service. If you wish to apply, other programs that feature employee preferred pricing after relocate or take a position with Kindred, prior the transition Day 1. date, you will start with Kindred as a “new hire”
and as such, this will have an impact on your current benefits, PTO and How will this merger work for those employed by both credited years of service with Gentiva. companies?
At this point, subject to applicable regulations, our plan We encourage employees to wait until after the “transition after we combine the companies is that Kindred will honor
period” so that they may not have their benefits interrupted your earliest date of current service with either company, and so that they continue to be eligible any for adjusted so long as there was no significant break in service, for the
purposes of seniority and benefits. service time that Kindred may honor. The same philosophy will hold true for any Kindred employee wishing to apply for Will outplacement services be provided to those impacted? opportunities with Gentiva. Yes,
group outplacement services will be provided to those employees who receive a severance. These services will be provided onsite at Gentiva. You will receive additional outplacement information within 30 days.
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What does this mean for our Gentiva stock? information – about merits, about benefits –we will share it Under the terms of the
agreement, Gentiva shareholders with you. We appreciate your patience. will receive $14.50 per share in cash and $5.00 of Kindred common stock (which equates to 0.257 shares of Kindred Will Kindred have opportunities for per diem and part-time
common stock based upon an agreed upon fixed exchange employees? ratio). We value your investment in Gentiva and your The combined company will continue to value the role that continued support in Kindred. our part-time– and our per diem/PRN
– employees play in ensuring our ability to effectively care for our patients.
When can Gentiva Stockholders expect to receive the money and stock from the
purchase of Gentiva? Many Gentiva employees work virtually. Will Kindred embrace
We currently expect the closing of the transaction to occur these types of
positions, or will we expect to see these in the first quarter of 2015. Promptly after the merger is positions change? completed, an exchange agent on our behalf will send to Kindred appreciates the need for flexibility in schedules and each record
holder of Gentiva common stock a letter of work locations. The Integration Team is working to establish transmittal and instructions for surrendering or transferring whether there would be any changes in these practices. Gentiva shares in exchange
for the merger consideration.
If you are a stockholder, you were sent a proxy statement What will happen to Gentiva’s training and development of Gentiva and
a prospectus of Kindred that will include programs (i.e. Clinical Ladder and Gentiva University)? more information on the process for receiving your merger At Kindred, we are proud of our commitment to our greatest consideration. We urge you to read
these materials when strength – our dedicated employees. In order to equip they become available. our teammates to provide high-quality medical care and rehabilitation, we invest in ongoing training, educational When can Gentiva employees
expect to receive annual opportunities, sharing of best practices, as well as providing performance evaluations? the proper tools and resources. Our goal is to ensure that Until the close of the transaction, Gentiva will continue all of our
employees have the background and training to to operate separately from Kindred, which will include provide the very best in care and services to our patients. the manner in which performance evaluations are conducted. After the close, Kindred will
perform annual Currently per diem employees are receiving their paychecks employee evaluations in the ordinary course of business every Friday, will that remain the same? to acknowledge areas where employees are doing well, There will be no changes
to payroll services or cycles for determine areas for improvement, and identify needed Gentiva employees in 2015. As we continue working resources or training. In many cases evaluations are through the integration process for the combined company,
conducted around the anniversary of an employee’s we will be sure to share details with you. service date.
Will the combined company continue to have the John
T. I have been using Gentiva Tuition Assistance to get through Ennis, Sr. Foundation? a degree program. How will that work now that Gentiva and The John T. Ennis, Sr. Foundation is a remarkable program
Kindred are merging? with an incredible mission focused on continuing the legacy Kindred also has a tuition assistance program available to of Mr. John T. Ennis, Sr., a
man who selfiessly served others full-
time and part-time employees for job-related courses. in need. As caregivers we are always serving others, and Our
Integration Team will look at both programs to ensure this program has been instrumental in helping Gentiva that we have the best tuition assistance program in place for employees in times of need. our combined company.
At Kindred we have a similar program – the HOPE Fund. Will we see a pay raise? Short for Helping Others Persevere through Emergencies, At Kindred we are committed to doing
what we can, when the fund assists employees facing challenging and we can to retain and recruit top talent, which includes catastrophic life events with financial support. In past years providing merit increases. At this time our Integration the
HOPE Fund, like the John T. Ennis, Sr. Foundation, Team is working to identify an organizational structure and has not only helped employees and their families, but has processes that will best support our employee and patient also partnered with
the Red Cross to provide support to populations. As part of this analysis, we will discuss a process communities affected by natural disasters. We will continue to determine pay raises. As soon as we have additional the mission of the Ennis
Foundation.
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TECHNOLOGY Does Kindred provide a company vehicle?
We do not provide company vehicles, but we recognize that What type of electronic documentation/computer-based many of our team members spend a signi?cant amount
of system is Kindred at Home using? time driving so we provide mileage reimbursement in line Kindred at Home implemented the Homecare Homebase with our peer companies. We will approach cases where product. While this platform and supplier has proven
employees would be impacted by a change in this policy beneficial, the changing nature of the home care on a case-by-case basis. To ensure you are able to provide business, payment models, and regulation always demand care to your patients on Day 1
and beyond, no immediate reconsideration of the best options available. Accordingly, change will occur to this policy. If you have any questions or we have made no decisions around the best platform for concerns please contact your manager. the
combined business going forward. In fact, it will be many months, or perhaps many quarters, before we have an opportunity to fully assess the implications of the options SALES available to us.
What is Kindred at Home’s Referral Intake Model? How will Will GentivaLink continue to be used or will we be on a the acquisition affect both companies Contracts with payers/
combined electronic records platform? vendors?
As a healthcare organization, effective, reliable technology The Integration Team will be reviewing and assessing
all systems are at the heart of our being able to provide quality vendor relationships and contracts and we will be providing patient care. We are convening a System Evaluation Team, updates and information as it is available. In addition, there
which will be made up of representatives from operations, should be minimal to no impact to the payer contracts once clinical services and information technology to help the transaction is completed during the first quarter of 2015. evaluate the
GentivaLink and Homecare Homebase systems However, the Integration Team will be reviewing all payer to determine a go forward path. On Day 1, both systems will contracts to ensure continuity of care within integrated remain in place. During the
first quarter of 2015, the team markets and we will provide any updates as needed. plans to develop and communicate the decision about which technology platform will be retained and a roll-out schedule Will the current non-compete with Gentiva
transfer over to for the implementation. Kindred or will sales team members be required to sign a new non-compete with Kindred?
How does the combination of Gentiva
and Kindred affect Once the deal closes, Kindred will inherit and recognize all the plan to develop computer programs to support Hospice of Gentiva’s non-compete agreements. Moving forward, we functionality? will take a look at our combined
company’s non-competes As we have stated in previous Better Together newsletters, and identify best practices across our organizations. our goal is to implement the most appropriate health information technologies for our patients and our
providers Some of our long term-care facilities are telling us they as promptly and efficiently as possible. This applies to are no longer going to refer to us because of Kindred being the hospice locations for the combined company. Key their
competition. Once the transaction is finalized will stakeholders – business leaders, clinicians, and technologists Gentiva Hospice be the exclusive hospice provider in Kindred – will begin to address this issue immediately following
facilities? the closing
of the transaction. When we know more about We recognize that in certain markets there will be timing, we will be sure to share it with
you. competing care providers, however we are confident that our combined company will offer a full continuum of TRAVEL care continued that will provide our patients with better care quality and more support as well as open the door Will there be
any changes to Gentiva’s travel and for additional referral opportunities. Maintaining our reimbursement policies? referral networks is one of the most critical priorities for We are reviewing the current processes for both Gentiva and our
Integration Team. We are currently in the process of Kindred and will communicate new processes for requesting identifying and rolling out plans to preserve our referral and booking travel and reimbursement when any changes sources throughout the
integration effort. After close, we are made. will provide comprehensive talking points for our sales teams
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to help in these situations. We see an exciting opportunity Will we begin to accept more insurances as a combined for new, internal
referrals as our patients move along the company? care scale across our joint company. Across the country and throughout all components of the nation’s health system, there has been a significant growth
Will Kindred have a central intake/insurance department in the role of Managed Care Organizations (MCOs). to keep up with the increase of new patient referrals and MCOs negotiate
with healthcare providers in order to insurance verification/authorizations? identify those providers with whom they will partner and Maintaining and growing our referral sources is one of the care settings in which they prefer to operate. Under the
our critical priorities for the integration effort. It is too combined company, we will pursue a strategy to develop soon to determine if we will need a centralized intake/ strong business relationships and partnerships with a insurance department
to manage new patient referrals, wide variety of MCOs to help provide quality-driven care however the Integration Team is working to identify existing management across the entire care continuum for their plan referral sources, such as insurance
providers, and leverage participants. new referral sources that come with our joint company’s broadened care continuum.
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Forward-Looking Statements
This communication
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not
limited to, statements regarding the proposed business combination transaction between Kindred Healthcare, Inc. (“Kindred”) and Gentiva Health Services, Inc. (“Gentiva”) (including financing of the proposed transaction and the
benefits, results, effects and timing of a transaction), all statements regarding Kindred’s (and Kindred’s and Gentiva’s combined) expected future financial position, results of operations, cash flows, dividends, financing plans,
business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,”
“plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other
similar expressions. Statements in this communication concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services line growth of Kindred
(and the combined businesses of Kindred and Gentiva), together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of Kindred based upon currently available information.
Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially
from Kindred’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks,
uncertainties and other factors, many of which Kindred is unable to predict or control, that may cause Kindred’s actual results, performance or plans with respect to Gentiva to differ materially from any future results, performance or plans
expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in Kindred’s filings with the Securities and Exchange Commission (the
“SEC”).
Risks and uncertainties related to the proposed merger include, but are not limited to, the risk that Gentiva’s stockholders do not approve
the merger, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger, uncertainties as to the timing of the merger, adverse effects on Kindred’s stock price resulting from the
announcement or completion of the merger, competitive responses to the announcement or completion of the merger, the risk that healthcare regulatory, licensure or other approvals and financing required for the consummation of the merger are not
obtained or are obtained subject to terms and conditions that are not anticipated, costs and difficulties related to the integration of Gentiva’s businesses and operations with Kindred’s businesses and operations, the inability to obtain,
or delays in obtaining, cost savings and synergies from the merger, uncertainties as to whether the completion of the merger or any transaction will have the accretive effect on Kindred’s earnings or cash flows that it expects, unexpected
costs, liabilities, charges or expenses resulting from the merger, litigation relating to the merger, the inability to retain key personnel, and any changes in general economic and/or industry-specific conditions.
In addition to the factors set forth above, other factors that may affect Kindred’s plans, results or stock price are set forth in Kindred’s Annual Report on Form 10-K
and in its reports on Forms 10-Q and 8-K.
Many of these factors are beyond Kindred’s control. Kindred cautions investors that any forward-looking statements
made by Kindred are not guarantees of future performance. Kindred disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or
developments.
Additional Information
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between Kindred and Gentiva. In
connection with the proposed merger, Kindred has filed with the SEC a registration statement on Form S-4 (File No. 333-200454), including Amendment No. 1 thereto, that contains a definitive proxy statement of Gentiva that also constitutes
a prospectus of Kindred. The registration statement was declared effective by the SEC on December 18, 2014, and Kindred and Gentiva commenced mailing the definitive proxy statement/prospectus to Gentiva stockholders on December 22, 2014.
SHAREHOLDERS OF GENTIVA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders are
able to obtain copies of the definitive proxy statement/prospectus as well as other filings containing information about Kindred and Gentiva, without charge, at the SEC’s website, http://www.sec.gov. Those documents, as well as Kindred’s
other public filings with the SEC, may be obtained without charge at Kindred’s website at www.kindredhealthcare.com.
Participants in Solicitation
Kindred and its directors and executive officers, and Gentiva and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the
holders of Gentiva common stock in respect of the proposed merger. Information about the directors and executive officers of Kindred is set forth in the proxy statement for Kindred’s 2014 Annual Meeting of Shareholders, which was filed with the
SEC on April 3, 2014. Information about the directors and executive officers of Gentiva is set forth in the proxy statement for Gentiva’s 2014 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2014. Investors
may obtain additional information regarding the interest of such participants by reading the proxy statement/prospectus regarding the proposed merger when it becomes available.
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