With a shareholder of 14.5 percent of its outstanding common stock signaling interest in bigger things, Health Management Associates Inc. has adopted a shareholder rights plan.
The Florida-based for-profit hospital operator has three facilities in Central Pennsylvania — one in Cumberland County and two in Lancaster County.
The plan has a one-year term and a 15 percent threshold.
According to an HMA filing, Glenview Capital Management LLC formerly disclosed its position on a Schedule 13G, which disclosed a passive investment intent, but on May 6 filed a Schedule 13D that indicates it may, among other things, increase its ownership stake, influence control of the corporation, and seek to have the corporation undertake a change in control or other extraordinary transaction.
Then, on May 22, affiliates of Glenview gave HMA notice that it made a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, indicating that they intend to acquire, collectively, up to approximately $2.2 billion of the corporation’s outstanding common stock.
“The rights agreement is intended to protect the company and its stockholders from efforts to obtain control of the company that the board of directors determines are not in the best interests of the company and its stockholders, and to enable all stockholders to realize the long-term value of their investment in the company,” the filing said. “The rights agreement is not intended to interfere with any merger, tender or exchange offer or other business combination approved by the board of directors.”