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Kindred Issues Response to Gentiva

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Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE: KND) today
responded to the decision by the board of directors of Gentiva Health
Services, Inc. (“Gentiva”) (NASDAQ: GTIV) recommending against Kindred's offer
to acquire all of Gentiva's outstanding common stock for $14.50 per share in

Paul J. Diaz, Chief Executive Officer of Kindred, said, “After reviewing
Gentiva's recommendation, it remains clear that Kindred's offer would create
immediate, certain and superior value for Gentiva shareholders. We call on the
Gentiva board and management team to sit down and negotiate a transaction that
would advance the interests of both companies' shareholders, employees and
patients, as well as our country's healthcare delivery system. We also call on
Gentiva shareholders to make their voices heard by tendering their shares in
support of Kindred's value enhancing offer.”

Kindred noted the following:

* Kindred's all-cash offer provides immediate and certain value to Gentiva's
shareholders at a time when Gentiva's prospects are uncertain. Gentiva
highlighted its pre-offer 52-week high stock price of $13.85, which it
reached on August 14, 2013. Notably, this was before the market reflected
a wide range of new concerns about Gentiva, including operational
difficulties and integration challenges. In addition, the August 14, 2013
stock price does not reflect the material changes to home health
reimbursement (“rebasing”) that became effective on January 1, 2014, nor
does it account for significant reimbursement headwinds that Gentiva will
face this year and for several years to come. As a multiple of EBITDA, our
proposal represents a valuation greater than Gentiva has achieved on a
standalone basis at any point during the last five years leading up to our
* Kindred's offer represents a 45% premium to Wall Street analysts'
unaffected one-year median price target of $10.00 per share. We believe
that Gentiva based its recommendation to its shareholders on
unsubstantiated projections that are inconsistent with the market's
assessment of Gentiva's prospects. While Gentiva is using analyst
estimates for its peers, it is asking its shareholders to trust
management's projections, which have been unreliable in the past, and
which Wall Street does not believe are achievable.
* Kindred's $14.50 per share cash offer values Gentiva at approximately 9.3
times research analysts' 2014 EBITDA estimates. Gentiva's public company
peers trade at an average enterprise value of approximately 9.4 times
research analysts' 2014 EBITDA estimates. Discussions and appropriate due
diligence would help determine any additional value to be delivered
through Gentiva's ‘One Gentiva' plan.

* Kindred is prepared to share the expected synergies with Gentiva
shareholders through cash and stock consideration. Gentiva noted that its
shareholders should also benefit from the synergies to be realized in the
proposed combination. Kindred's offer to include equity - which many
Gentiva shareholders have told us they would prefer - would allow Gentiva
shareholders to participate in the upside potential of the proposed

Kindred believes its all-cash offer would deliver immediate and certain value
that significantly exceeds what Gentiva shareholders could expect Gentiva to
deliver on a standalone basis. The Kindred offer of $14.50 per share
represents a 70% premium to Gentiva's closing share price on May 14, 2014 (the
day prior to Kindred making its proposal public) and a 64% premium over
Gentiva's 60-day volume-weighted average closing price on May 14, 2014.

In order to send a strong signal to the Gentiva board, Kindred continues to
urge all Gentiva shareholders to tender their shares in support of its value
enhancing offer. If a majority of the outstanding Gentiva shares are tendered
prior to July 16, 2014, Kindred intends to amend the offer to seek to purchase
14.9% of Gentiva's outstanding shares, positioning Kindred as Gentiva's
largest shareholder.

Posted-In: News Press Releases


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