Full Press Release Details
Select Medical Holdings
Corporation Announces
Declaration of a Special
Stock Distribution to Spin-Off Concentra
MECHANICSBURG, PENNSYLVANIA
- November 6, 2024 - 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
Trading in Shares of Select Medical and
Concentra Common Stock Between Record Date and Distribution Date
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:
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.
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.
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.
Senior Vice President and Treasurer
SOURCE: Select Medical Holdings Corporation