Asset Purchase Agreement
October 10, 2007
 
Dear friends, colleagues and partners of Empire Health Services:
 
Today is a historic day for Empire Health Services (EHS) as we announce the signing of an asset purchase agreement (APA) with a subsidiary of Community Health Systems, Inc. (CHS) – one of the nation’s leading healthcare companies.
 
The agreement provides for the CHS subsidiary to purchase the assets of Deaconess and Valley Medical Centers as well as Valley Outpatient Surgery Center. This agreement is an important step forward in ensuring long-term viability and health care choices for our community.
 
While it doesn’t finalize the sale, the signing of the APA signals significant advancement in the process. The purchase and transition documents will be reviewed by the Washington State Department of Health and the Washington State Office of the Attorney General.   We anticipate that process beginning later this year. We look forward to updating you on our progress over the coming weeks and months.
 
We know many of you have been closely following our strategic partner process. After discussions with numerous potential strategic partners, the EHS Board ultimately chose to have exclusive negotiations with CHS because of its strong reputation for quality and track-record of significant investment in the communities it serves.
 
In selecting CHS, the EHS Board undertook a comprehensive process to find the best partner for the organization and the community. It has explored all viable alternatives based on a set of criteria consistent with EHS’ culture of providing high quality patient care, supporting its excellent staff and physicians, maintaining a tradition of community service and collaboration, and consistently providing charity care.
 
In addition to reflecting our own values, we sought a partner who could help provide the resources necessary to meet our substantial capital commitment. We are pleased to say that CHS is the organization we judged best able to fulfill the criteria established by the Board. We feel that the careful due diligence will pay off and significant benefits will be realized by our community as a result of the sale.
 
We want to share with you some of the key details of the sale to CHS that will help shed light on why this is a partnership that will benefit our future, our people and our community. The following are some highlights of what the asset purchase agreement includes:
 
  • Commitment to invest at least $100 million over the next five years to facilities and technology improvements across the EHS system.
 
  • Commitment to dedicate significant resources to recruit new physicians needed in the community.
 
  • With the guidance and endorsement of the EHS board, adoption of a charity care policy that is more beneficial than the current EHS policy. 
 
  • Commitment to hire all EHS employees in good standing at the time of close, honoring their rate of pay and seniority level.
 
  • Commitment to continue community collaborations with Inland Northwest Health Services, which includes Information Resource Management, the information technology division.
 
  • Commitment to local leadership and guidance of the hospital, and will utilize a community board of trustees, local physician involvement and leadership, and a management team based in Spokane.
 
 
Of additional benefit to the community, proceeds from the sale, estimated at $100 million, will substantially endow an independent community-run health foundation, and new sales and property taxes revenues will significantly increase the tax base of Spokane. 
 
We appreciate your ongoing interest in this process and hope that you share in our excitement. As always we welcome your input and questions. Please email the board at ehsboard@empirehealth.org.
 
 
Sincerely,
 
                     
 
Ronald McKay                                                             
Board Chairman                                                           
 
 

  
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