e425
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.
2
On March 1, 2011, Wayne T. Smith, Chairman
and Chief Executive Officer of Community Health Systems, Inc. (CHS), presented at the Citi
2011 Global Healthcare Conference. Some of his 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.
*****
Gary Taylor, Citigroup: Maybe a
few questions on Tenet, just for starters. I guess, is it fair to say at this point there is
no interaction between the senior management of the two companies, that this has just
quieted down, so-to-speak, and were waiting on the board meeting in November?
Wayne Smith, CHS: That would be accurate.
*****
Wayne
Smith, CHS: As you know, we put up a slate
of [directors] to replace [Tenets] entire board. I think its doubtful that
theyll allow this to go to a vote, because they probably would
lose. So I think were well positioned and were patient.
3