CHS revises Tenet bid
Franklin-based Community Health Systems has changed its acquisition bid for Tenet Healthcare from a cash-and-stock deal to a cash-only offer, a move that could make the transaction more attractive to Tenet’s shareholders.
In an early Monday announcement, CHS said the $6 share price of the offer stands, but by eliminating the stock component of the bid, the company hopes to make irrelevant a recently filed Tenet lawsuit that attacks the value of CHS’ stock by alleging the company has collected hundreds of millions of dollars in fraudulent Medicare claims.
“Converting our offer to all cash underscores our commitment to completing this transaction and renders Tenet’s irresponsible and inaccurate lawsuit irrelevant to our offer,” said CHS Chairman, President and CEO Wayne Smith in a statement. “We are confident that our business practices are appropriate and we will respond in detail to Tenet’s claims in due course. Tenet shareholders should be outraged by the billions of dollars in shareholder value that the Tenet Board has destroyed for its own shareholders and the industry at large as a result of its reckless and self-serving allegations. We are confident that Tenet shareholders will hold the entrenched Tenet Board accountable for this scorched earth response to our acquisition proposal.”
In November it had offered $6 per share, consisting of $5 in cash and $1 in stock, to acquire Tenet. Tenet repeatedly refused the offer, arguing that the purchase price undervalued the Texas-based hospital operator.
After CHS nominated a new slate of Tenet board members to be considered at the company’s November annual meeting, Tenet responded on April 11 with the 70-page lawsuit that quickly took a chunk out of both companies’ market caps.
Until this morning, it was unclear whether the lawsuit in any way affected CHS’ appetite to acquire Tenet — especially since its shares (Ticker: CYH) are down about 30 percent in the past week, in part because of an after-hours slide Friday when the company disclosed it had received a subpoena from federal investigators. CHS has notified Tenet’s board of the new offer in a letter today, and Tenet notified shareholders in a statement today that it is reviewing the unsolicited proposal.
Including the assumption of debt, the transaction's total value is about $7.3 billion.
Smith added in his statement: “Despite the value-destroying defensive tactics employed by the Tenet Board, we remain ready to engage in constructive discussions to move this transaction forward without further delay. As we have made clear, we would welcome the opportunity to review any additional information Tenet can provide and are prepared to recognize any additional value it can demonstrate.”
Credit Suisse and Golaman Sachs have informed CHS that they are highly confident that financing for the all-cash offer for Tenet’s outstanding shares can be obtained.
Eliminating the stock component of the offer could make the offer more appealing to Tenet’s shareholders, wrote local Robert W. Baird analyst Whit Mayo in a research note to investors this morning. But his group expects Tenet to reject the offer and “would not be surprised to see further ‘entrenchment’ efforts in the next few days,” he wrote.
Tenet previously adopted a new stockholder rights agreement with a "poison pill" provision and amended its bylaws to delay its annual meeting until November.
Separately, CHS announced that it will address Tenet's legal allegations in more detail on its first-quarter conference call on the morning of April 28. Shares of the company are down about 13 percent in pre-market trading this morning.




