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Community Health System: Federal Trade Commission wants more info on proposed HMA deal

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The Federal Trade Commission has requested additional information and documentary materials on the proposed acquisition of Health Management Associates Inc. by Community Health Systems Inc., CHS announced today.

HMA, based in Florida, currently operates 71 hospitals in 15 states, including three local facilities: Carlisle Regional Medical Center, Lancaster Regional Medical Center and Heart of Lancaster Regional Medical Center. CHS, based in Tennessee, currently owns, leases or operates 135 hospitals in 29 states, including one local facility, Memorial Hospital in York.

CHS said the request is a standard part of the FTC review process, was anticipated and will be complied with. However, it will extend the review period. The transaction is subject to approval by HMA stockholders and the satisfaction of customary closing conditions and regulatory approvals, including expiration or termination of the applicable waiting period.

CHS also said it received a letter from the United States Securities and Exchange Commission indicating that the SEC has not reviewed and will not review CHS’s Registration Statement on Form S-4 containing the prospectus of CHS registering the shares of CHS common stock to be issued in its merger with HMA and the proxy statement of HMA for the solicitation of proxies from HMA stockholders for the approval of the transaction.

On Sept. 24, CHS and HMA amended their merger agreement to permit the new HMA board of directors to retain additional financial advisers to assist them in an evaluation of the merger consistent with the terms of the merger agreement. CHS anticipates the evaluation of the merger by the HMA board of directors will be complete by mid-November. Once the evaluation is completed, CHS expects to have the Registration Statement on Form S-4 declared effective by the SEC, HMA to mail definitive proxies to its stockholders shortly thereafter, and HMA to hold a special meeting of its stockholders to consider the transaction by the end of the year.

CHS expects that the pending transaction will be completed in the first quarter of 2014, according to a news release.

HMA has not issued a statement on these latest developments.


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