MECHANICSBURG, Pa., Nov. 6, 2024
/PRNewswire/ -- Select Medical Holdings Corporation ("Select
Medical," "we," "us," or "our") (NYSE: SEM) today announced
that its Board of Directors has approved a special stock
distribution (the "Distribution") to Select Medical's stockholders
of the 104,093,503 shares of common stock of Concentra Group
Holdings Parent, Inc. ("Concentra") (NYSE: CON) owned by Select
Medical Corporation ("SMC"), a wholly owned subsidiary of Select
Medical, representing approximately 81.7% of the outstanding shares
of Concentra's common stock.
The Distribution by Select Medical of the special stock
distribution will be made on November 25,
2024 (the "Distribution Date") to all of Select Medical's
stockholders on the record date of November
18, 2024 (the "Record Date"). The Distribution will consist
of a pro rata common stock distribution to each of Select
Medical's stockholders on the Record Date. As of November 5, 2024, Select Medical had
approximately 128,992,850 shares of its common stock, par value
$0.001 per share, outstanding. Based
on such number, Select Medical estimates that Select Medical's
stockholders will receive approximately 0.806971 shares
of Concentra's common stock for every share of Select
Medical's common stock held as of the close of business on the
Record Date. The final distribution ratio will be determined based
on the number of shares of Select Medical's common stock
outstanding on the Record Date.
No fractional shares of Concentra's common stock will be
distributed. Instead, Select Medical's stockholders will receive
cash in lieu of any fraction of a share of Concentra's common stock
that they otherwise would have received. The Distribution is
generally intended to qualify as tax free to Select Medical's
stockholders for U.S. federal income tax purposes.
J.P. Morgan and Goldman Sachs are acting as financial advisors
to Select Medical in connection with the Distribution. Dechert LLP
is acting as legal advisor to Select Medical in connection with the
Distribution.
Information Regarding the Spin-off Transaction
No vote or action is required by Select Medical's stockholders
in order to receive the Distribution of shares of Concentra's
common stock.
Select Medical's stockholders on the Record Date will receive
account statements reflecting their ownership interest in shares of
Concentra's common stock. Concentra's common stock issued in the
Distribution will be in book-entry form. Select Medical's
stockholders who hold their shares through brokers or other
nominees will have their shares of Concentra's common stock
credited to their accounts by their nominees or brokers. Select
Medical's stockholders will not be required to pay cash or other
consideration for the shares of Concentra's common stock to be
distributed to them, or surrender or exchange their shares of
Select Medical's common stock to receive the Distribution.
Select Medical plans to make available an information statement
regarding this transaction to its stockholders of record on the
Record Date on or about November 19,
2024. The information statement will include details on the
Distribution and also will be posted on Select Medical's website at
https://www.selectmedical.com/investor-relations/.
Trading in Shares of Select Medical and Concentra Common
Stock Between Record Date and Distribution Date
- Select Medical's common stock "regular way" market (NYSE:
SEM): Shares of Select Medical's common stock that trade in the
"regular way" market will trade with "due bills," which are
entitlements to shares of Concentra's common stock to be
distributed in the Distribution. Any holders of shares of Select
Medical's common stock who sell Select Medical's shares outstanding
as of the Record Date the "regular way" on or prior to the
Distribution Date will also be selling their right to receive the
shares of Concentra's common stock that were to be distributed to
them in respect of those shares of Select Medical's common
stock.
- Concentra's common stock "regular way" market (NYSE:
CON): The "regular way" market is the same market for
Concentra's common stock that has been in existence since Concentra
completed its initial public offering of its common stock in
July 2024.
Beginning on November 20, 2024,
the date which is three (3) trading days prior to the Distribution
Date, and continuing through the close of trading on the
Distribution Date, the following markets will exist in shares of
Select Medical's and Concentra's common stock, in addition to
Select Medical's common stock "regular way" market:
- Select Medical's common stock "ex-distribution/when-issued"
market (NYSE: SEM WI): Shares of Select Medical's common stock
that trade in the "ex-distribution/when-issued" market will trade
without an entitlement to shares of Concentra's common stock to be
distributed in the Distribution. If you own shares of Select
Medical's common stock on the Record Date and sell those shares of
Select Medical's common stock in the "ex-distribution/when-issued"
market prior to or on the Distribution Date, you will still receive
the shares of Concentra's common stock that were to be distributed
to you in respect of those shares of Select Medical's common
stock.
- Concentra's common stock "when-issued" market (NYSE: CON
WI): The "when-issued" market for Concentra's common stock
relates to the shares of Concentra's common stock that will be
distributed to Select Medical's stockholders in the Distribution.
Therefore, if you are entitled to receive shares of Concentra's
common stock in the Distribution, you may trade your entitlement to
such shares of Concentra's common stock, without the corresponding
shares of Select Medical's common stock you own, in Concentra's
common stock "when-issued" market.
All trades in the "regular way" markets will settle on the
trading day after the trade date. The "due bills" will settle on
the trading day after the Distribution Date. All trades in the
"ex-distribution/when-issued" market and "when-issued" markets will
settle on the second trading day after the Distribution Date,
irrespective of the trade date.
Concentra's common stock currently trades on the NYSE under the
symbol "CON."
You are encouraged to consult with your financial advisor
regarding the specific implications of trading Select Medical's
common stock and Concentra's common stock prior to or on the
Distribution Date.
About Select Medical
Select Medical is one of the largest operators of critical
illness recovery hospitals, rehabilitation hospitals, outpatient
rehabilitation clinics, and occupational health centers in
the United States based on number
of facilities. Select Medical's reportable segments include
the critical illness recovery hospital segment, the rehabilitation
hospital segment, the outpatient rehabilitation segment, and the
Concentra segment. As of September 30, 2024, Select Medical
operated 106 critical illness recovery hospitals in 29 states, 34
rehabilitation hospitals in 13 states, 1,925 outpatient
rehabilitation clinics in 39 states and the District of Columbia, and 549 occupational
health centers in 41 states. At September 30, 2024, Select
Medical had operations in 46 states and the District of Columbia. Information about Select
Medical is available at www.selectmedical.com.
About Concentra
Concentra is the largest provider of occupational health
services in the United States by
number of locations, with the mission of improving the health of
America's workforce, one patient at a time. Concentra's 11,000
colleagues and affiliated physicians and clinicians support the
delivery of an extensive suite of services, including occupational
and consumer health services and other direct-to-employer care, to
more than 50,000 patients each day on average across 45 states at
its 549 occupational health centers, 156 onsite health clinics at
employer worksites, and Concentra Telemed as of September 30, 2024.
This press release may contain forward-looking statements based
on current management expectations. Numerous factors, including
those related to market conditions and those detailed from
time-to-time in Select Medical's filings with the Securities and
Exchange Commission, may cause results to differ materially from
those anticipated in the forward-looking statements. Many of the
factors that will determine Select Medical's future results are
beyond the ability of Select Medical to control or predict. These
statements are subject to risks and uncertainties and, therefore,
actual results may differ materially. Readers should not place
undue reliance on forward-looking statements, which reflect
management's views only as of the date hereof. Select Medical
undertakes no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements,
whether as a result of new information, future events or
otherwise.
Investor inquiries:
Joel T. Veit
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com
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SOURCE - Select Medical Holdings Corporation
