Select Medical Holdings Corporation Announces Expiration of Hart-Scott-Rodino Waiting Period

Rhea-AI Summary

Select Medical (NYSE: SEM) announced the Hart-Scott-Rodino waiting period for the proposed acquisition by a WCAS XIV subsidiary and a consortium led by Robert A. Ortenzio and Martin F. Jackson expired at 11:59 p.m. ET on April 27, 2026.

The Merger remains subject to Select Medical shareholder approval, including a majority of shares not held by the Consortium, and other customary closing conditions, with closing expected mid-2026.

Positive

• Hart-Scott-Rodino waiting period expired on April 27, 2026
• Merger expected to close in mid-2026

Negative

• Merger requires shareholder approval, including majority of shares not held by the Consortium
• Closing conditioned on unspecified other customary closing conditions

News Market Reaction – SEM

+0.24%

+0.24% Session close to close

In the Apr 29 session, SEM gained 0.24%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms expiration of the Hart‑Scott‑Rodino waiting period, marking another step ...

Analysis

This announcement confirms expiration of the Hart‑Scott‑Rodino waiting period, marking another step toward SEM’s proposed go‑private merger led by existing insiders and WCAS. It follows earlier disclosures outlining a $16.50 per‑share cash deal and related financing commitments. The transaction still depends on approval by a majority of unaffiliated shareholders and satisfaction of customary closing conditions, so monitoring proxy materials, voting outcomes, and additional regulatory updates remains important for understanding deal progression.

Key Figures

HSR expiration time: 11:59 p.m. Eastern Time

1 metrics

HSR expiration time 11:59 p.m. Eastern Time Hart-Scott-Rodino waiting period end on April 27, 2026

Historical Context

5 past events · Latest: Apr 09 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 09	Earnings timing	Neutral	+0.0%	Announcement of first quarter 2026 results release and webcast schedule.
Mar 27	Fairness review news	Neutral	+0.0%	Headline questioning whether SEM and peers are obtaining fair deals for shareholders.
Mar 10	Fairness review news	Neutral	+0.1%	Article referencing SEM among companies being evaluated for deal fairness.
Mar 06	Fairness review news	Neutral	+0.0%	Another mention of SEM in context of shareholder deal fairness reviews.
Mar 02	Go-private acquisition	Positive	+8.4%	Agreement to be acquired by a consortium for $16.50 per share in cash.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Merger-related announcements have drawn a positive reaction, while process and legal/fairness updates have seen minimal price impact.

Recent Company History

Over the last few months, SEM’s news flow has centered on a go‑private transaction at $16.50 per share with an implied enterprise value of $3.9 billion. The initial acquisition announcement on Mar 2, 2026 coincided with a +8.4% move, while subsequent legal and fairness‑review headlines showed near‑flat reactions. Today’s Hart‑Scott‑Rodino waiting‑period expiration continues that regulatory and closing‑conditions progression toward the proposed mid‑2026 merger timeline.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MECHANICSBURG, Pa., April 28, 2026 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical," "we," "us," or "our") (NYSE: SEM) announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which applies to the proposed acquisition of Select Medical by a wholly owned subsidiary of WCAS XIV, L.P., an investment fund affiliated with Welsh, Carson, Anderson & Stowe ("WCAS") and a member of a consortium (the "Consortium") led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, and Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical (such transaction, the "Merger"), expired at 11:59 p.m. Eastern Time, on April 27, 2026. The Merger is expected to close mid-2026, subject to the approval of Select Medical's stockholders (including the approval of a majority of shares not held by the Consortium or its affiliates) and satisfaction of other customary closing conditions.

About Select Medical

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. As of March 31, 2026, Select Medical operated 103 critical illness recovery hospitals in 28 states, 41 rehabilitation hospitals in 15 states, and 1,912 outpatient rehabilitation clinics in 37 states and the District of Columbia. At March 31, 2026, Select Medical had operations in 38 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

About WCAS

WCAS is a leading U.S. private equity firm focused on two target industries: technology and healthcare. Since its founding in 1979, the firm's strategy has been to partner with outstanding management teams and build value for its investors through a combination of operational improvements, growth initiatives, and strategic acquisitions. The firm has raised and managed funds totaling over $33 billion of committed capital. For more information, please visit www.wcas.com.

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements. Forward-looking statements use words such as "expect," "anticipate," "outlook," "intend," "plan," "confident," "believe," "will," "should," "would," "potential," "positioning," "proposed," "planned," "objective," "likely," "could," "may," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to Select Medical's plans, goals, intentions, strategies, financial outlook, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Select Medical's control. Forward-looking statements are not guarantees of future performance and you should not place undue reliance on Select Medical's forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause Select Medical's actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in Select Medical's filings with the U.S. Securities and Exchange Commission (the "SEC"), including in Select Medical's most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in the preliminary proxy statement filed by Select Medical with the SEC on April 15, 2026, in connection with its special meeting of stockholders to approve the proposed transaction (the "Preliminary Proxy Statement"), and the following factors: (1) the inability to consummate the proposed Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the required stockholder approval, the failure to obtain any required regulatory approvals for the proposed Merger, including the termination or expiration of any required waiting periods, or the failure to satisfy the other conditions to the consummation of the proposed Merger; (2) the risk that the Merger may be terminated in circumstances requiring Select Medical to pay a termination fee; (3) the risk that the proposed Merger disrupts Select Medical's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the proposed Merger on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the proposed Merger on Select Medical's operating results and business generally; (6) the significant costs, fees and expenses related to the proposed Merger; (7) the risk that Select Medical's stock price may decline significantly if the proposed Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed Merger and instituted against Select Medical and/or their respective directors, executive officers or other related persons; (9) other risks that could affect Select Medical's business, financial condition or results of operations, including those set forth in the Company's most recent Annual Report on Form 10-K and any subsequent filings; and (10) other risks to the consummation of the proposed Merger. Additional information concerning these and other factors can be found in Select Medical's filings with the SEC, including Select Medical's most recent annual report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made. Any forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by Select Medical about its businesses including, without limitation, the risk factors discussed in Select Medical's filings with the SEC. Select Medical does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Select Medical by the Consortium. In connection with the proposed transaction, Select Medical has filed relevant materials with the SEC, including the Preliminary Proxy Statement. In addition, Select Medical and certain affiliates of Select Medical jointly filed a transaction statement on Schedule 13E-3 (the "Schedule 13E-3") with the SEC on April 15, 2026. INVESTORS AND STOCKHOLDERS OF SELECT MEDICAL ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING SELECT MEDICAL'S PRELIMINARY PROXY STATEMENT AND SCHEDULE 13E-3 BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Select Medical intends to file with the SEC a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and may file or furnish other documents with the SEC regarding the proposed transaction from time to time. The Definitive Proxy Statement will be mailed or otherwise made available to Select Medical's stockholders. Investors and stockholders are or will be able to obtain the documents (if and when available) filed with the SEC free of charge either from the SEC's website at www.sec.gov, or from Select Medical's Investor Relations webpage at https://www.selectmedical.com/investor-relations/.

Participants in the Solicitation

Select Medical and its directors, executive officers and other members of management and employees under SEC rules, will be deemed to be "participants" in the solicitation of proxies from stockholders of Select Medical in favor of the proposed transaction. Information about Select Medical's directors and executive officers is set forth in Select Medical's Definitive Proxy Statement on Schedule 14A for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 4, 2026 (the "2026 Proxy Statement"). To the extent holdings of the Select Medical's securities by its directors or executive officers have changed since the amounts set forth in the 2026 Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.

Additional information concerning the interests of Select Medical's participants in the solicitation, which may, in some cases, be different than those of Select Medical's stockholders generally, will be set forth in the Definitive Proxy Statement relating to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Media inquiries:
Shelly Eckenroth
Senior Vice President, Chief Communications Marketing & Branding Officer
717-920-4035
seckenroth@selectmedical.com

Investor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com 

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SOURCE Select Medical Holdings Corporation

FAQ

What does the HSR waiting period expiration mean for Select Medical (NYSE: SEM)?

It clears one regulatory step toward the transaction, removing the Hart-Scott-Rodino waiting period hurdle. According to Select Medical, the expiration occurred April 27, 2026, allowing the parties to proceed while awaiting shareholder approval and other closing conditions.

When is the Select Medical (SEM) merger expected to close after HSR clearance?

The company expects the Merger to close in mid-2026, subject to conditions. According to Select Medical, closing still requires shareholder approval and satisfaction of customary closing conditions before completion.

Do Select Medical shareholders still need to vote on the SEM merger after HSR expiration?

Yes. Shareholder approval remains required, including a majority of shares not held by the Consortium. According to Select Medical, this vote is a condition to closing the Merger.

Who is the buyer in the Select Medical (SEM) proposed acquisition?

A wholly owned subsidiary of WCAS XIV, an investment fund affiliated with Welsh, Carson, Anderson & Stowe, is the buyer. According to Select Medical, the bidder is part of a Consortium led by Robert A. Ortenzio and Martin F. Jackson.

What remaining conditions must be met for the SEM merger after HSR expiration?

Remaining conditions include shareholder approval and other customary closing conditions noted in the transaction agreement. According to Select Medical, these conditions must be satisfied before the Merger can close in mid-2026.