Select Medical (SEM) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where the company will be acquired by a consortium led by senior executives and WCAS XIV, L.P., taking the company private at $16.50 per share, an 18% premium to the unaffected price and 25% over the 90-day average.

• The board formed a Special Committee of independent directors to evaluate the transaction, which, after extensive negotiations and outreach to other potential bidders, unanimously recommended the merger as fair and in the best interests of unaffiliated shareholders.

• The merger will be financed through a combination of equity from WCAS, debt financing, and rollover equity from management and certain shareholders, with no financing condition to closing.

• If approved, the company will be delisted from the NYSE and become a wholly owned subsidiary of the acquirer; shareholders (other than rollover participants) will receive cash, and appraisal rights are available under Delaware law.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares and a majority excluding shares held by the acquirer and affiliates.

• Rollover holders and certain executives have agreed to vote their shares in favor of the merger.

Board of directors and corporate governance

• The Special Committee, composed solely of independent and disinterested directors, led the negotiation and evaluation process, retained independent legal and financial advisors, and had full authority over the process.

• The board cannot approve the merger without a prior favorable recommendation from the Special Committee.

• After the merger, the board of the surviving corporation will be composed of the directors of the merger sub, and current officers will continue in their roles.