Select Medical (SEM) Proxy Filing summary

Executive summary

• A consortium led by key executives and WCAS agreed to acquire all outstanding shares not already owned by them for $16.50 per share in cash, valuing the company at $3.9 billion and representing an 18% premium over the unaffected share price.

• The transaction was unanimously approved by a special committee of independent directors and the disinterested board members, who deemed the deal fair and in the best interests of unaffiliated shareholders.

• The merger is expected to close in mid-2026, subject to customary conditions including majority approval by unaffiliated shareholders, regulatory clearances, and expiration of antitrust waiting periods.

• Upon completion, the company will become privately held, delist from the NYSE, and deregister under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting, with approval required from a majority of unaffiliated shares.

• Rollover participants, holding about 11.8% of shares, have agreed to vote in favor, and any future rollover participants will do the same.

Board of directors and corporate governance

• A special committee of independent directors, advised by independent legal and financial advisors, negotiated and recommended the transaction.

• The board, acting on the special committee’s recommendation, unanimously approved the merger and recommended shareholder approval.