CINCINNATI--(BUSINESS WIRE)--Mar. 20, 2009--
Chemed Corporation (NYSE:CHE) today confirmed receipt of notice
from MMI Investments, L.P. announcing MMI’s intent to nominate a slate
of five director candidates to stand for election at the Company’s 2009
Annual Meeting, which is currently scheduled for May 18, 2009. The Board
of Directors of Chemed will review this matter in due course.
Chemed issued the following statement:
“As indicated in our response to MMI’s letter of February 12, 2009, we
continue to believe that the interests of Chemed’s stockholders would be
best served by maintaining Chemed’s current corporate structure at this
time. The Board has long considered the possibility of separating VITAS
and Roto-Rooter and has already positioned Chemed’s businesses to
facilitate such a separation. While a separation could create
substantial shareholder value in a different market environment, we
firmly believe that, given the present state of the equity and debt
markets, implementing a separation could impair value for our
stockholders and now is not the right time to implement this strategy.
“Chemed’s Board has a history of success in unlocking value through
spin-offs and other strategic transactions and in providing stockholders
with solid and consistent returns. In fact, since the announcement of
Chemed’s acquisition of VITAS in December 2003, Chemed’s stock has
appreciated over 121%, at a compounded annual growth rate of over 15%.”
Listed on the New York Stock Exchange and headquartered in Cincinnati,
Ohio, Chemed Corporation (www.chemed.com)
operates two wholly owned subsidiaries: VITAS Healthcare and
Roto-Rooter. VITAS is the nation's largest provider of end-of-life
hospice care and Roto-Rooter is the nation’s leading provider of
plumbing and drain cleaning services.
Forward Looking Statements
Statements in this press release or in other Chemed communications
may relate to future events or Chemed's future performance. Such
statements are forward-looking statements and are based on present
information Chemed has related to its existing business circumstances.
Investors are cautioned that such forward-looking statements are subject
to inherent risk and that actual results may differ materially from such
forward-looking statements. Further, investors are cautioned that Chemed
does not assume any obligation to update forward-looking statements
based on unanticipated events or changed expectations.
Chemed Corporation plans to file with the Securities and Exchange
Commission (the “SEC”) and mail to its stockholders a proxy statement in
connection with its 2009 Annual Meeting. Investors and security holders
are urged to read the proxy statement relating to the 2009 Annual
Meeting and any other relevant documents filed with the SEC when they
become available, because they will contain important information.
Investors and security holders may obtain a free copy of the proxy
statement and other documents (when available) that Chemed files with
the SEC at the SEC’s website at www.sec.gov
and Chemed’s website at www.chemed.com.
In addition, the proxy statement and other documents filed by Chemed
with the SEC may be obtained from Chemed free of charge by directing a
request to Chemed Corporation, Attn: Investor Relations, Chemed
Corporation, 2600 Chemed Center, 255 East Fifth Street, Cincinnati, OH
Certain Information Regarding Participants
Chemed Corporation, its directors and certain executive officers and
employees may be deemed to be participants in the solicitation of
Chemed’s security holders in connection with its 2009 Annual Meeting.
Security holders may obtain information regarding the names,
affiliations and interests of such individuals in Chemed’s Annual Report
on Form 10-K for the year ended December 31, 2008, which was filed with
the SEC on February 27, 2009, and its proxy statement for the 2008
Annual Meeting, which was filed with the SEC on April 8, 2008. To the
extent holdings of Chemed securities have changed since the amounts
printed in the proxy statement for the 2008 Annual Meeting, such changes
have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the
interests of such individuals can also be obtained from the proxy
statement relating to the 2009 Annual Meeting when it is filed by Chemed
with the SEC. These documents (when available) may be obtained
free of charge from the SEC’s website at www.sec.gov
and Chemed’s website at www.chemed.com.
Source: Chemed Corporation
David P. Williams, 513-762-6901
Frank, Wilkinson Brimmer Katcher
Andy Brimmer or Andrew Siegel,