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Gentiva Health Services to Acquire Odyssey HealthCare

 

ATLANTA and DALLAS, May 24, 2010 — Gentiva Health Services, Inc. (Nasdaq: GTIV) (“Gentiva” or “the Company”) and Odyssey HealthCare, Inc. (Nasdaq: ODSY) (“Odyssey”) announced today that they have entered into a definitive merger agreement whereby Gentiva will acquire Odyssey in an all cash transaction for a price of $27 per share of Odyssey common stock, for an aggregate purchase price of approximately $1.0 billion.

Founded in 1996 and based in Dallas, Texas, Odyssey is one of the leading providers of hospice care in the US in terms of both average daily patient census and number of locations. Gentiva, which is among the leading home healthcare providers in the US, anticipates that the combination of Odyssey’s and Gentiva’s existing hospice operations will create a leading hospice care provider in the US, with a combined average daily patient census of approximately 14,000 and operations in 30 states. Additionally, we anticipate the combination of the two companies will create the largest US healthcare provider focused on home health and hospice services.

Based on results from continuing operations for the respective companies’ 2009 fiscal years, we anticipate that the combination of Gentiva and Odyssey will create a company with more than $1.8 billion in annual revenue, comprised of approximately 60% in home healthcare revenue and approximately 40% in hospice revenue. Gentiva expects the transaction to be accretive to adjusted earnings per share, exclusive of one-time costs, within the first 12 months following closing.

“We are delighted to welcome the Odyssey employees to the Gentiva family,” said Gentiva CEO and President Tony Strange. “The combination of the two companies clearly positions us as a leader in both home health and hospice care in the United States. The two companies share similar geography between Gentiva’s home health operations and Odyssey’s hospice operations, with very little overlap between the two companies’ hospice programs. We believe that Odyssey is the nation’s premiere hospice provider and we are excited to partner with an organization that shares our commitment to quality patient care.”

“This agreement represents an exciting opportunity to provide Odyssey’s stockholders with significant, immediate and certain value, while also accelerating our strategy,” said Robert A. Lefton, President and Chief Executive Officer of Odyssey HealthCare. “With Gentiva, we are bringing together two complementary businesses that are positioned for continued leadership in the hospice industry. We believe Gentiva shares our commitment for compassionate, personalized care, and we look forward to better serving our patients and their families with the enhanced resources and depth of the combined company.”

The transaction was unanimously approved by the Board of Directors of Gentiva. Odyssey’s Board of Directors has also unanimously approved the agreement and recommended that Odyssey’s shareholders approve the merger.

Edge Healthcare Partners, LLC is acting as financial advisor to Gentiva. Greenberg Traurig, LLP is acting as legal advisor to Gentiva.  Goldman, Sachs & Co. is acting as financial advisor to the Board of Directors of Odyssey. K&L Gates LLP is acting as legal advisor to Odyssey.