- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 17 2010 - 2:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ODYSSEY HEALTHCARE, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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Form, Schedule or Registration statement no.:
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Filing Party:
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Date Filed:
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On June 17, 2010, Robert Lefton, the President and Chief Executive Officer of Odyssey
HealthCare, Inc. (Odyssey), hosted a video webcast with Odyssey employees. The final transcript
from the webcast appears below.
Hello and welcome to Odyssey HealthCares second quarter webcast. Im Bob Lefton, president
and CEO.
Theres a lot happening across the company, and we have a lot to talk about in this webcast.
But first I want to address the topic thats on everyones minds the recent announcement that
Odyssey will be acquired by Gentiva Health Services. Gentiva, which is based in Atlanta, is among
the leading home healthcare providers in the country. They also have a relatively small hospice
operation, and wanted to expand their hospice presence. They chose Odyssey because they believe
Odyssey is the nations premiere hospice provider.
This merger process happened very quickly. The agreement was signed and announced on May
24
th
only about a month after Gentiva approached us with the idea of combining our
organizations. Were excited about this transaction, as it brings together two complementary
businesses and positions the combined company for leadership in the hospice industry. Our combined
average daily hospice census will be approximately 14,000, with operations in 30 states and $1.8
billion in revenue. We also anticipate the combination of the two companies will create the
largest U.S. healthcare provider focused on home health and hospice services.
Gentiva has more than 9,000 employees and provides home healthcare services to more than
350,000 patients in more than 350 community locations. Being part of a larger, more diversified
organization will create opportunities for our employees and more options to better serve our
patients. And Gentiva shares our commitment for compassionate, personalized care and support of
patients and their families. Ultimately, we believe this decision is the best one for the company
and its future. It accelerates our vision of becoming the premier, most successful provider of
end-of-life care in the United States. And it strengthens our ability to face the challenges that
lie ahead as we continue to deal with lower reimbursement issues.
We expect the transaction to close in the third quarter of this year, after receiving
customary approvals, including that of Odyssey stockholders. Until then, we will continue to
operate as separate companies. With that in mind, its important that we remain focused on our
day-to-day responsibilities and continue to meet the needs of our patients and their families. We
anticipate minimal changes in our field operations. But we are committed to keeping you informed
and regular updates will be provided throughout the course of this process. Both Odyssey and
Gentiva are made up of exceptional people. We believe this will be a coming together of
like-minded organizations with a shared commitment to focus on our employees, our quality, and our
ability to meet the greatest needs of all those who depend on us.
Healthcare Reform
Earlier I mentioned the challenges that lie ahead for us as we continue to deal with increased
reimbursement pressures. To be successful, we must fully understand these issues and how they are
going to affect us. When we taped our last webcast in early March, the debate on healthcare
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reform was still continuing in Washington. As we all know, in late March, President Obama
signed into law the healthcare overhaul bill the most expansive social legislation enacted in
decades.
Known officially as the Patient Protection and Affordable Care Act, the measure contains
several significant provisions regarding hospice that will clearly impact all hospice providers in
the coming years. Id like to outline whats involved in these four provisions and give you an
overall summary of how well be affected.
The first hospice provision will directly impact our reimbursement rates by incorporating a
productivity adjustment reduction into the market basket update, beginning in fiscal year 2013.
Its estimated that this adjustment would reduce our rates by 1 to 1.5 percent. In addition to the
productivity adjustment, this provision also includes an additional market basket reduction of .3
percent from fiscal year 2013 to 2019.
The second provision involves hospice payment reforms. It requires the Secretary of Health
and Human Services to collect data and update Medicare hospice claims forms and cost reports by
next year. And then, based on this information, implement revisions to the methodology for
determining payment rates for routine home care and other services included in hospice care, no
earlier than fiscal year 2013.
Another part of this provision will begin next year. A hospice physician or nurse
practitioner must have a face-to-face encounter with each hospice patient to determine continued
eligibility prior to the 180
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day recertification and each subsequent recertification.
They must also show evidence that such visits took place. In addition, the Secretary will
medically review certain patients in hospices with high percentages of long-stay patients.
The third provision requires hospices to report on quality measures determined by the
Secretary or face a 2 percent reduction in their market basket update. These quality reporting
measures are to be published in 2012 for reporting to begin in 2014.
The fourth and final provision creates a Medicare Hospice Concurrent Care Demonstration
Program. It directs the Secretary to establish a 3-year program that would allow patients who are
eligible for hospice care to also receive all other Medicare-covered services while receiving
hospice care. This would be conducted in up to 15 hospice programs in both rural and urban areas.
It would also undergo an independent evaluation of its impact on patient care, quality of life, and
spending in the Medicare program.
As you can see, hospice providers will be impacted by the healthcare reform legislation. And
I believe its clear that being part of a larger organization with Gentiva will put us in a better
position to absorb the impact of these changes. The enhanced resources and depth of the combined
company will serve us well as we embark upon this new era under healthcare reform.
Operations
Approaching the mid-point of 2010, we are in a strong position. Our cost-saving measures have
helped us lower our operating expenses and respond proactively to the tighter
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reimbursement environment. We also continue to make excellent progress in resolving claims
subject to ADRs, or Additional Document Requests. And weve shown good operating results and solid
collection efforts.
These positive steps are directly attributable to the work of our teams to you and your
fellow teammates and the remarkable way you approach your
day-to-day responsibilities with Odyssey. Our success in all of these areas is a direct result of
your cost-saving ideas and your responses to the measures weve implemented; the outstanding
reputation youve helped us build in the communities we serve; and the commitment to quality you
continue to demonstrate as you serve our patients and families with excellence.
Id like to recognize our programs in Alameda County, California, and Salem, Oregon, who
earlier this year received their Medicare certification. Both were formerly alternate delivery
sites. By going through the Medicare certification process, we were able to expand the geographic
areas served by each of these programs, which provides us some good opportunities for growth.
Additional Information
Odyssey filed a preliminary proxy statement with the Securities Exchange Commission (the SEC) on
June 11, 2010 and intends to file a definitive proxy statement and other relevant materials in
connection with the acquisition. The definitive proxy statement will be sent or given to the
stockholders of Odyssey. Before making any voting or investment decision with respect to the
acquisition, investors and stockholders of Odyssey are urged to read the proxy statement and the
other relevant materials when they become available because they will contain important information
about the acquisition. The proxy statement and other relevant materials (when they become
available), and any other documents filed by Odyssey with the SEC, may be obtained free of charge
from Odyssey by directing a request to Odysseys Investor Relations Department at toll free phone
number 888-922-9711, email address InvestorRelations@odsyhealth.com or through the Company Web site
www.odsyhealth.com under Investor Relations InfoRequest.
Participants in the Solicitation
Odyssey and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Odyssey stockholders in connection with the merger. Information about
Odysseys directors and executive officers is set forth in Odysseys proxy statement on Schedule
14A filed with the SEC on April 5, 2010 and Odysseys Annual Report on Form 10-K filed on March 10,
2010. Additional information regarding the interests of participants in the solicitation of proxies
in connection with the merger will be included in the proxy statement that Odyssey intends to file
with the SEC.
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Forward-looking Statements
Certain statements contained in this filing are forward-looking statements within the meaning
of the federal securities laws. Such forward-looking statements are based on managements current
expectations and are subject to known and unknown risks, uncertainties and assumptions which may
cause the forward-looking events and circumstances discussed in this filing to differ materially
from those anticipated or implied by the forward-looking statements. Such risks, uncertainties and
assumptions include, but are not limited to, the ability to obtain regulatory approval for the
transaction; the expected timing of the completion of the transaction; management plans regarding
the transaction; the inability to complete the transaction due to the failure to satisfy the
conditions required to complete the transaction; the risk that the businesses of Odyssey and
Gentiva will not be integrated successfully, or will take longer than anticipated; the risk that
expected cost savings from the transaction will not be achieved or unexpected costs will be
incurred; any statements of the plan, strategies and objectives of management for future
operations; the risk that employee, referral source and patient retention goals will not be met and
that disruptions from the transaction will harm relationships with employees, referral sources,
patients and suppliers; the outcome of litigation and regulatory proceedings to which we may be a
party; actions of competitors; changes and developments affecting our industry; quarterly or
cyclical variations in financial results; interest rates and cost of borrowing; any statements of
expectation or belief; and other risk factors as set forth from time to time in Odysseys filings
with the Securities and Exchange Commission. Many of these factors are beyond our ability to
control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on
such forward-looking statements, which reflect managements views only as of the date hereof. We
undertake no obligation to revise or update any of the forward-looking statements or publicly
announce any updates or revisions to any of the forward-looking statements contained herein to
reflect any change in our expectations with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.
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