Exhibit 99.2
[Intensiva Letterhead]
November 17, 1998
To Our Stockholders:
On behalf of the Board of Directors of Intensiva HealthCare Corporation (the
"Company"), I am pleased to inform you that on November 9, 1998 the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Select Medical Corporation, a Delaware corporation ("Parent"), and its wholly
owned subsidiary Select Medical of Mechanicsburg, Inc., a Delaware corporation
("Purchaser"). Pursuant to the Merger Agreement, Purchaser today has commenced
a cash tender offer (the "Offer") to purchase all outstanding shares of common
stock of the Company, par value $.001 per share (the "Shares"), at $9.625 per
share, net to the seller in cash, without interest. Under the Merger
Agreement, upon satisfaction of certain conditions, the Offer will be followed
by a merger (the "Merger") in which any Shares not tendered pursuant to the
Offer will be converted into the right to receive $9.625 per Share in cash,
without interest.
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, DETERMINED THAT THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY, AND
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES TO PURCHASER PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
that is being filed today with the Securities and Exchange Commission. Among
other things, the Board considered the opinion of its financial advisor,
Xxxxxxxxxxx Xxxxxxx & Co., that, based upon and subject to the matters
discussed therein, including the various assumptions and limitations set forth
therein, as of the date of such opinion, the consideration to be received by
the holders of Shares pursuant to the Merger Agreement is fair to such holders
from a financial point of view.
In addition to the attached Schedule 14D-9, enclosed also is the Offer to
Purchase dated November 17, 1998, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares in the Offer.
These documents state the terms and conditions of the Offer and the Merger and
provide instructions for tendering your Shares. We urge you to read these
documents carefully in making your decision with respect to tendering your
Shares pursuant to the Offer.
On behalf of the Board of Directors,
/s/ Xxxxx X. Xxxxx
_____________________________________
Xxxxx X. Xxxxx
President and Chief Executive
Officer
