Enhabit (EHAB) Proxy filing summary

Executive summary

• A special meeting is called for shareholders to vote on a proposed merger where the company will be acquired by a private equity affiliate, with shareholders receiving $13.80 per share in cash, representing a 33.8% premium to the 60-day average price before the announcement.

• The board unanimously recommends approval of the merger, citing immediate value, certainty, and a premium over recent trading prices, and has received a fairness opinion from Goldman Sachs.

• If the merger is not approved, the company will remain public, and the stock price may decline; under certain conditions, a termination fee may be payable.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) a non-binding advisory vote on compensation for named executive officers related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; abstentions and failures to vote count as votes against.

• Certain shareholders holding over 2% have entered into support agreements to vote in favor of the merger.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including discussions with multiple potential acquirers, before selecting the current offer.

• The board considered the certainty of closing, the premium offered, and the lack of superior alternatives.

• The merger agreement allows the board to consider superior proposals under certain conditions, subject to a termination fee.