Filed
by the Registrant [X]
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Filed
by a Party other than the
Registrant [ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to 240.14a-12
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Chemed
Corporation
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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●
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“[W]e
do not believe the Dissident has made a compelling case against the
Company’s board or management.”
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●
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“Furthermore,
we see no reason to doubt the board’s assertion that a separation of the
Company’s Vitas and Roto-Rooter businesses, while strategically
compelling, is not advisable at this time due to market
conditions. Furthermore, we have found that the Company’s stock
price has continued to outperform relevant indices in recent
years.”
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●
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“In
this case, the board appears open to a spin-off or similar separation
transaction in the future, but believes that conducting such a transaction
in the current market environment is risky and could impair shareholder
value.”
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●
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“[T]he
Company has shown strong stock price performance, outperforming relevant
indices in recent years. During the two year period prior to the
Dissident's public letter to the Company concerning a spin-off transaction
(between closing on February 11, 2007 and February 11, 2009), the
Company's stock price increased by approximately 7.4%, compared to
declines of approximately 28.1% by the S&P Small Cap 600 Health
Services Index and 42.0% by the S&P 500 Index (source: FactSet).”
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●
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“Moreover,
the Company's operating performance has shown improvement in certain areas
as well. Between fiscal years 2007 and 2009, the Company's revenue
and EBITDA increased by approximately 4.4% and 0.4%, respectively.
The Company reported net income from fiscal 2008 of approximately $72.1
million, compared to net income of approximately $62.8 million for fiscal
2007. Additionally, the Company's return on assets ("ROA") and
return on equity ("ROE") each increased between fiscal 2007 and 2008
(source: FactSet).”
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TIME
IS SHORT AND YOUR VOTE IS IMPORTANT
To
insure that your vote is represented at the meeting, we urge you to vote
TODAY
by
telephone or via the Internet by following the simple
instructions
on
the WHITE proxy card
If
you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of
proxies:
INNISFREE
M&A INCORPORATED
Stockholders
Call Toll-Free: (877) 825-8631
Banks
and Brokers Call Collect: (212) 750-5833
IMPORTANT
We
urge you NOT to sign any Gold proxy card sent to you by MMI.
If
you have already done so, you have every legal right to change your vote
by using the WHITE
proxy card to vote TODAY—by
telephone,
via
the Internet, or by signing, dating and returning the WHITE proxy
card
in
the postage-paid envelope previously provided.
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David
P. Williams
Chemed
Corporation
513-762-6901
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Andy
Brimmer / Andrew Siegel
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
|