Community Health Systems has notified Tenet Healthcare Corp. that it plans to nominate a full slate of 10 independent director nominees to Tenet's board of directors at its annual meeting, according to a CHS news release.
Tenet's entire board is up for re-election at the meeting, which was pushed back until Nov. 3, 2011.
In a statement, Wayne T. Smith, chairman, president and CEO of CHS, said, "By just saying no to our 40 percent premium offer, installing a poison pill with a 4.9 percent trigger, and delaying the 2011 Annual Meeting for six months — instead of entering good-faith discussions with us — Tenet's highly paid board has clearly demonstrated its entrenchment. Tenet shareholders deserve better. Accordingly, we have today taken the first step in running a full slate of 10 highly qualified independent directors to replace the existing Tenet Board. If elected, these directors will act in the best interest of Tenet's shareholders and carefully evaluate the value-creation opportunity represented by the CHS offer."
CHS offered $6 per share to acquire Tenet in December, which was rebuffed. Tenet later enacted a "poison pill" measure and delayed its annual meeting to slow a hostile takeover. Under the measure, if any person or firm buys more than 4.9 percent of Tenet's shares without its board's approval, the poison pill anti-takeover device allows all other shareholders who own less than that percentage of shares the right to buy additional shares at a bargain price.
Read the CHS release on the Tenet takeover see its full slate of nominees.
Read previous coverage on CHS's attempts to takeover Tenet:
- Analysts Boost Tenet's Value Over What Community Health Offered
- CHS Urges Tenet to Engage in Merger Discussions After "Poison Pill" Measure
- Tenet Adopts Measure to Ward Off CHS Takeover
Tenet's entire board is up for re-election at the meeting, which was pushed back until Nov. 3, 2011.
In a statement, Wayne T. Smith, chairman, president and CEO of CHS, said, "By just saying no to our 40 percent premium offer, installing a poison pill with a 4.9 percent trigger, and delaying the 2011 Annual Meeting for six months — instead of entering good-faith discussions with us — Tenet's highly paid board has clearly demonstrated its entrenchment. Tenet shareholders deserve better. Accordingly, we have today taken the first step in running a full slate of 10 highly qualified independent directors to replace the existing Tenet Board. If elected, these directors will act in the best interest of Tenet's shareholders and carefully evaluate the value-creation opportunity represented by the CHS offer."
CHS offered $6 per share to acquire Tenet in December, which was rebuffed. Tenet later enacted a "poison pill" measure and delayed its annual meeting to slow a hostile takeover. Under the measure, if any person or firm buys more than 4.9 percent of Tenet's shares without its board's approval, the poison pill anti-takeover device allows all other shareholders who own less than that percentage of shares the right to buy additional shares at a bargain price.
Read the CHS release on the Tenet takeover see its full slate of nominees.
Read previous coverage on CHS's attempts to takeover Tenet:
- Analysts Boost Tenet's Value Over What Community Health Offered
- CHS Urges Tenet to Engage in Merger Discussions After "Poison Pill" Measure
- Tenet Adopts Measure to Ward Off CHS Takeover