Select Medical Holdings Corporation Announces Stockholder Approval of Acquisition by Consortium Led by Robert A. Ortenzio, Martin F. Jackson, and WCAS

Rhea-AI Summary

Select Medical (NYSE: SEM) stockholders approved the previously announced Merger Agreement with an entity affiliated with a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS at a June 26, 2026 special meeting.

About 82.54% of outstanding shares were voted; the merger received approval from over 79.88% of outstanding shares and over 76.64% of unaffiliated shares. Closing is expected mid-2026, subject to remaining conditions and terms.

Positive

• Merger approved by over 79.88% of outstanding SEM shares
• Unaffiliated stockholders approved merger with over 76.64% of outstanding unaffiliated shares
• Strong participation with approximately 82.54% of outstanding shares voted
• Closing targeted for mid-2026, providing an indicative timeline for investors
• Consortium has committed debt financing arranged by J.P. Morgan and Wells Fargo

Negative

• Merger closing remains subject to conditions in the Merger Agreement
• Completion timing is guidance only, with closing expected but not guaranteed by mid-2026

News Market Reaction – SEM

+0.18%

+0.18% Session close to close

In the Jun 29 session, SEM gained 0.18%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms strong stockholder approval for the go‑private merger, with over 76% of u...

Analysis

This announcement confirms strong stockholder approval for the go‑private merger, with over 76% of unaffiliated shares in favor. Historical acquisition news drew positive reactions; remaining focus is on satisfying closing conditions and any perceived deal risk.

Key Figures

Shares voted: 82.54% of outstanding shares Total approval: 79.88% of outstanding shares Unaffiliated approval: 76.64% of unaffiliated shares

3 metrics

Shares voted 82.54% of outstanding shares Quorum at Special Meeting approving the merger on June 26, 2026

Total approval 79.88% of outstanding shares Support level for the merger among all SEM stockholders

Unaffiliated approval 76.64% of unaffiliated shares Support for the merger from holders unaffiliated with the Consortium

Previous Acquisition Reports

2 past events · Latest: Mar 02 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 02	Go-private agreement	Positive	+8.4%	Consortium agreed to acquire SEM in an all-cash go‑private transaction.
Sep 04	Facility acquisition	Positive	+0.5%	Definitive deal to acquire Valir Rehabilitation Hospital, expanding Oklahoma presence.

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

Pattern Detected

Prior acquisition-related headlines for SEM have drawn modest to strong positive price reactions, broadly aligning with constructive deal sentiment.

Key Terms

agreement and plan of merger, definitive proxy statement, schedule 14a, form 8-k, +1 more

5 terms

agreement and plan of merger regulatory

"confirmed today that its previously announced Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

definitive proxy statement regulatory

"as described more in detail in the Definitive Proxy Statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

schedule 14a regulatory

"Definitive Proxy Statement on Schedule 14A (the "Definitive Proxy Statement"), filed"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

form 8-k regulatory

"Select Medical will file the final voting results in a Current Report on Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

committed debt financing financial

"joint lead bookrunners in connection with the committed debt financing of the Consortium"

A legally binding promise from one or more lenders to provide a specific loan or line of credit under agreed terms, available at closing and typically subject only to routine conditions. For investors, committed debt financing matters because it reduces the risk that a company won’t have the cash needed for a planned acquisition, expansion, or operations—think of it like a firm reservation at a bank that guarantees funds will be there when required.

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MECHANICSBURG, Pa., June 26, 2026 /PRNewswire/ -- Select Medical Holdings Corporation (NYSE: SEM) ("Select Medical," "we," "us," or "our") confirmed today that its previously announced Agreement and Plan of Merger (the "Merger Agreement," and the transaction contemplated thereby, the "Merger") with an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations of Select Medical, and Welsh, Carson, Anderson & Stowe ("WCAS" and, together with Mr. Ortenzio and Mr. Jackson, the "Consortium") was approved at a special meeting of Select Medical's stockholders (the "Special Meeting") on June 26, 2026. The closing of the Merger remains subject to the terms and conditions of the Merger Agreement, as described more in detail in the Definitive Proxy Statement on Schedule 14A (the "Definitive Proxy Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") on May 19, 2026. Subject to those terms and conditions, Select Medical expects that the closing of the Merger will occur mid-2026.

Approximately 82.54% of Select Medical's outstanding shares were voted at the Special Meeting, and the Merger was approved by over 79.88% of Select Medical's outstanding shares and over 76.64% of the outstanding shares held by stockholders unaffiliated with the Consortium. Select Medical will file the final voting results in a Current Report on Form 8-K with the SEC.

Advisors

J.P. Morgan and Wells Fargo are serving as joint lead arrangers and joint lead bookrunners in connection with the committed debt financing of the Consortium. Goldman Sachs is serving as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Special Committee of disinterested and independent directors of the Board of Directors of the Company. Dechert LLP is serving as legal counsel to Select Medical. Wells Fargo and J.P. Morgan are serving as financial advisors, and Cravath, Swaine & Moore LLP is serving as legal counsel to the Consortium. Barclays is serving as financial advisor, and Ropes & Gray LLP is serving as legal counsel to WCAS. Paul Hastings LLP is serving as legal counsel to the debt financing sources.

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. Select Medical's reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. 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. 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. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed Merger will be consummated, and there are a number of risks and uncertainties that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including, without limitation: (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 any required regulatory approvals for the proposed Merger or the failure to satisfy the other conditions to the consummation of the proposed Merger; (2) the risk that the proposed Merger disrupts Select Medical's current plans and operations or diverts management's attention from its ongoing business; (3) the effect of the announcement of the proposed Merger and results of the Special Meeting on the ability of Select Medical to retain and hire key personnel and maintain relationships with those with whom it does business; (4) the effect of the announcement or pendency of the proposed Merger on Select Medical's operating results and business generally; (5) the significant costs, fees and expenses related to the proposed Merger; (6) the risk that Select Medical's stock price may decline significantly if the proposed Merger is not consummated; (7) 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; (8) 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 (9) 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. 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.

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 did Select Medical (SEM) stockholders approve on June 26, 2026?

Select Medical stockholders approved the previously announced Merger Agreement with an entity affiliated with a consortium. According to Select Medical, the transaction involves a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS, and was approved at a special stockholder meeting.

What voting percentages supported the Select Medical (SEM) merger at the special meeting?

The merger received approval from over 79.88% of Select Medical’s outstanding shares. According to Select Medical, about 82.54% of outstanding shares were voted, and over 76.64% of outstanding shares held by unaffiliated stockholders supported the transaction.

When is the Select Medical (SEM) merger with the Ortenzio-Jackson-WCAS consortium expected to close?

Select Medical expects the merger closing to occur in mid-2026. According to Select Medical, completion remains subject to the terms and conditions of the Merger Agreement, as described in its definitive proxy materials filed with the U.S. Securities and Exchange Commission.

What conditions still need to be satisfied before the Select Medical (SEM) merger closes?

The merger closing remains subject to the terms and conditions outlined in the Merger Agreement. According to Select Medical, these conditions are described in detail in its definitive proxy filing, and the company plans to complete the transaction once all required conditions are met.

Who is financing the debt for the Select Medical (SEM) merger transaction?

The consortium’s committed debt financing is being arranged by J.P. Morgan and Wells Fargo. According to Select Medical, these banks are serving as joint lead arrangers and joint lead bookrunners, with several legal and financial advisors also supporting the parties involved.

Which advisors are involved in the Select Medical (SEM) merger with the WCAS-led consortium?

Multiple financial and legal advisors are engaged across the company, special committee, consortium, WCAS, and lenders. According to Select Medical, Goldman Sachs, Barclays, J.P. Morgan, Wells Fargo and several law firms, including Skadden and Cravath, are advising various parties.