Filed by Community Health Systems, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Tenet Healthcare Corporation
Commission File No.: 001-07293
Forward-Looking Statements
Any statements made in this communication that are not statements of historical fact, including
statements about our beliefs and expectations, including any benefits of the proposed acquisition
of Tenet Healthcare Corporation (Tenet), are forward-looking statements within the meaning of the
federal securities laws and should be evaluated as such. Forward-looking statements include
statements that may relate to our plans, objectives, strategies, goals, future events, future
revenues or performance, and other information that is not historical information. These
forward-looking statements may be identified by words such as anticipate, expect, suggest,
plan, believe, intend, estimate, target, project, could, should, may, will,
would, continue, forecast, and other similar expressions.
These forward-looking statements involve risks and uncertainties, and you should be aware that many
factors could cause actual results or events to differ materially from those expressed in the
forward-looking statements. Factors that may materially affect such forward-looking statements
include: our ability to successfully complete any proposed transaction or realize the anticipated
benefits of a transaction, our ability to obtain stockholder, antitrust, regulatory and other
approvals for any proposed transaction, or an inability to obtain them on the terms proposed or on
the anticipated schedule, uncertainty of our expected financial performance following completion of
any proposed transaction and other risks and uncertainties referenced in our filings with the
Securities and Exchange Commission (the SEC). Forward-looking statements, like all statements in
this communication, speak only as of the date of this communication (unless another date is
indicated). We do not undertake any obligation to publicly update any forward-looking statements,
whether as a result of new information, future events, or otherwise.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities. This communication relates to a business combination transaction with Tenet
proposed by Community Health Systems, Inc. (CHS), which may become the subject of a registration
statement filed with the SEC. CHS intends to file a proxy statement with the SEC in connection with
Tenets 2011 annual meeting of shareholders. Any definitive proxy statement will be mailed to
shareholders of Tenet. This material is not a substitute for any prospectus, proxy statement or any
other document which CHS may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Such documents would be available free of charge through the web
site maintained by the SEC at www.sec.gov or by directing a request to Community Health
Systems, Inc. at 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations.
Participant Information
CHS and its directors, executive officers and nominees may be deemed to be participants in the
solicitation of proxies in connection with Tenets 2011 annual meeting of shareholders. The
directors of CHS are: Wayne T. Smith, W. Larry Cash, John A. Clerico, James S. Ely III, John A.
Fry, William N. Jennings, M.D., Julia B. North and H. Mitchell Watson, Jr. The executive officers
of CHS are: Wayne T. Smith, W. Larry Cash, David L. Miller, William S. Hussey, Michael T. Portacci,
Martin D. Smith, Thomas D. Miller, Rachel A. Seifert and T. Mark Buford. The nominees of CHS are:
Thomas M. Boudreau, Duke K. Bristow, Ph.D., John E. Hornbeak, Curtis S. Lane, Douglas E. Linton,
Peter H. Rothschild, John A. Sedor, Steven J. Shulman, Daniel S. Van Riper, David J. Wenstrup,
James O. Egan, Jon Rotenstreich, Gary M. Stein and Larry D. Yost. CHS and its subsidiaries
beneficially owned approximately 420,000 shares of Tenet common stock as of January 7, 2011.
Additional information regarding CHSs directors and executive officers is available in its proxy
statement for CHSs 2010 annual meeting of stockholders, which was filed with the SEC on April 9,
2010. Other information regarding potential participants in such proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement that CHS intends to file with the SEC in connection with Tenets
2011 annual meeting of shareholders.
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On
March 2, 2011, Wayne T. Smith, Chairman
and Chief Executive Officer of Community Health Systems, Inc.
(CHS), and W. Larry Cash, Executive Vice President
and Chief Financial Officer of CHS,
presented at the RBC Capital Markets Healthcare Conference. Some of
their remarks included a discussion of CHSs proposed acquisition
of Tenet Healthcare Corporation (Tenet) and the expected proxy solicitation in connection
with Tenets 2011 annual meeting of shareholders. Below are excerpts from the transcript of the presentation
relating to Tenet.
*****
Wayne Smith, CHS: So people keep asking me, when are you going to change your $6.00? When are you
going up on your share price? And I said were not. Theres no reason for us to do anything
different than weve done in the past here until we get to the table. And, by the way, they havent
invited us to the table yet, but I suspect they will before its all over with.
And there might be something there that we dont know. Look, we may be $6.00 may be too much. We
may be overpaying at $6.00. Until we do due diligence, we dont know. This is a company that we
just saw what they did in terms of their 2011 guidance in moving $64 million, which was a 2010
event, from California into the first quarter. Im not sure that if you take that out of the first
quarter, I dont know what their first quarter is going to look like, but I cant imagine it being
too great without that.
So having said that, we need to do due diligence on this company. And then, if theres something
there, if theres more there, well certainly take that in consideration. But we look forward to
there is clearly a big opportunity here. We acquired Triad back in 2007. We got about $275 million
of synergies out of Triad. So we think the synergy number is pretty large here as well. But its a
compelling case.
One of the things that we like about it strategically is that were in theyre in 11 states,
were in 10 of those states. For example, in Texas we have 18 hospitals; they have 10. So, again,
we would have 28 hospitals in that state. They have four teaching institutions. We think this is
really important. It would be very helpful to us. Great teaching institutions in terms of
demonstrating quality, going forward. So we think theres a lot of opportunity here both
synergy-wise and then from an operating perspective in terms of developing our network.
*****
Larry
Cash, CHS: Ill just give you a little history. Every time
weve ever done projections, whether
its our IPO or for our own strategic plan for our Board or for
Triad, weve hit or exceeded those
expectations. Weve done projections here. We think this works for us from a financing perspective.
Weve got the financing capability to do it. Were very
comfortable about the synergy number weve put
out. Weve got a lot of some questions to answer as part of due diligence. Weve read all the
cost reports, all the conference notes. Weve done as much as we could, and we think it would be a
very good transaction from a financial perspective, and well be very successful once we get the
opportunity to do it.
*****
Frank Morgan, RBC Capital Markets: What about on this? I mean, a lot of people ask questions about
the synergies and specifically how much you can carve out there? I think most people extrapolate
from Triad to this, and they see some fairly significant numbers.
Wayne Smith, CHS: I think thats fair. I mean, we got about $145 million out of the first year
in Triad. So I think its fair to make those judgment calls. We havent talked about what we think
the ultimate synergy number will be, but its significant.
*****
Frank Morgan, RBC Capital Markets: Okay. Back to that one final time any structural difference
between operating rural hospitals versus urban. Is there some magic difference that we dont know
about? Some people have raised that question. Anything that you can think of?
Wayne Smith, CHS: Absolutely not, absolutely not. You know, if you take our history in terms of
even my personal history as far as operating large metropolitan hospitals, teaching hospitals, our
operators have done it all. They continue to be able to do it all. We have mega hospitals in you
know, we have the largest hospital in Birmingham, the largest hospital in Fort Wayne. We have a lot
of large hospitals across the country all kinds of medical
school affiliations, all of the above.
There is no question that we have the ability to operate all sizes, all forms, of health care
facilities.
*****
Wayne Smith, CHS: We think [the Tenet acquisition is] a very financeable transaction. We got a
highly confident letter from Credit Suisse and one well be receiving from Goldman Sachs. Weve
assumed about an 8% interest rate, which, in todays environment, for the cash wed spend is very
financeable. Actually, it would probably be a little bit cheaper in todays environment. So we
think weve assumed an appropriate interest rate [for the] transaction. Weve got plenty of room in
our existing debt. Weve changed amended our debt last November to allow us to assume the
Tenet debt.
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