Psychiatric Solutions/Universal Health Services

On May 17, 2010, Psychiatric Solutions, Inc. (NASDAQ: PSYS) agreed to be acquired by Universal Health Services, Inc. (NYSE: UHS) for $33.75 per share in cash, or approximately $2.0 billion.

Including the assumption of approximately $1.1 billion in PSI net debt, the total transaction consideration is approximately $3.1 billion.

The combination is expected to generate approximately $35-45 million in annual cost synergies within three years following close, with the majority occurring in years one and two. Excluding one-time costs related to the acquisition, the transaction is expected to be significantly accretive to UHS's earnings per share. In 2009, PSI's revenue was $1.8 billion with EBITDA of approximately $330 million.

The transaction has fully committed debt financing to be provided by JPMorgan Chase Bank N.A. and Deutsche Bank AG. UHS expects to complete the transaction in the fourth quarter of 2010, subject to customary closing conditions, including regulatory approvals and clearance under Hart-Scott-Rodino Act, as well as approval by PSI's shareholders.

J.P. Morgan Securities Inc. is acting as financial advisor to UHS. Cravath, Swaine & Moore LLP is acting as legal advisor to UHS.

Goldman, Sachs & Co. is acting as financial advisor to the Special Committee of the Board of Directors of PSI. Shearman & Sterling LLP is acting as the Special Committee's legal advisor.

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