Proposed Combination of Concentra and US HealthWorks Receives Clearance

1/1/18

Select Medical Holdings Corporation (NYSE: SEM) and Dignity Health today announced that the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended, applicable to the proposed combination of Concentra Group Holdings, LLC, with U.S. HealthWorks, Inc., a subsidiary of Dignity Health Holdings Company (“DHHC”). Concentra was created through a joint venture between Select Medical Corporation, a wholly-owned subsidiary of Select Medical, Welsh, Carson, Anderson & Stowe XII, L.P., and other minority equity holders including Cressey & Company.

As previously announced, Concentra and Dignity signed a definitive agreement to combine Concentra with U.S. HealthWorks. Subject to certain closing conditions, the transaction will occur through an equity purchase and contribution agreement (the “Purchase Agreement”), whereby Concentra will acquire all of the issued and outstanding shares of stock of U.S. HealthWorks from DHHC. Following the closing of the transaction, Dignity Health will own a 20% equity interest in the combined entity holding Concentra and U.S. HealthWorks. The early termination of the HSR waiting period satisfies one of the conditions to the closing of the transaction. The transaction, which is expected to close in the first quarter of 2018, remains subject to the other closing conditions set forth in the Purchase Agreement.

Select Medical began operations in 1997 and has grown to be one of the largest operators of specialty hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on the number of facilities. As of September 30, 2017, Select Medical operated 101 long term acute care hospitals and 22 acute medical rehabilitation hospitals in 28 states and 1,604 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 312 centers in 38 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At September 30, 2017, Select Medical had operations in 46 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

Dignity Health is one of the nation’s largest health care systems. As of June 30, 2017, Dignity Health operated more than 400 care centers, including hospitals, urgent and occupational care, imaging and surgery centers, home health, and primary care clinics in 22 states, through its network of more than 9,000 physicians and 63,000 employees. Headquartered in San Francisco, CA, Dignity Health is dedicated to providing compassionate, high-quality, and affordable patient-centered care with special attention to the poor and underserved. In its fiscal year ended June 30, 2017, Dignity Health provided $2.6 billion in charitable care and services. More information on Dignity Health is available at www.dignityhealth.org.

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