Enhabit, Inc. (NYSE: EHAB), a leading home health and hospice care provider, today announced that it has satisfied the conditions in its Tax Matters Agreement (“TMA”), dated June 30, 2022, with Encompass Health Corporation to conduct a review of strategic alternatives and has formally initiated such process. As part of this process, the board of directors will consider a wide range of options for the Company including, among other things, a potential sale, merger or other strategic transaction. Certain transactions involving the company remain subject to additional conditions in the TMA, including securing an additional tax opinion with respect to the specific transaction, satisfactory to Encompass Health in its sole and absolute discretion, that such proposed transaction would not jeopardize the tax-free treatment of the spin-off of Enhabit.

The Company issued the following statement:

“Enhabit is a leader in a valuable industry, providing a better way to care where patients prefer to receive their care. The Enhabit board and management team are aligned in their belief that the best way to enhance value for stockholders is to comprehensively review the Company’s strategic alternatives, including a potential sale of Enhabit. We will pursue the pathway that enhances value for our stockholders and ensures we can continue to deliver exceptional care to our patients.”

There can be no assurance the Company’s strategic alternatives process will result in Enhabit pursuing any particular transaction or other strategic outcome or that any such transaction will satisfy the remaining conditions in the TMA. The Company has not set a timetable for completion of this process, and it does not intend to disclose further developments unless and until it determines further disclosure is appropriate or necessary.

Advisor

Goldman Sachs & Co. LLC is serving as financial advisor to Enhabit.

About Enhabit Home Health & Hospice

Enhabit Home Health & Hospice (Enhabit, Inc.) is a leading national home health and hospice provider working to expand what’s possible for patient care in the home. Enhabit's team of clinicians supports patients and their families where they are most comfortable, with a nationwide footprint spanning 255 home health locations and 108 hospice locations across 34 states. Enhabit leverages advanced technology and compassionate teams to deliver extraordinary patient care. For more information, visit ehab.com.

Forward-looking statements

Statements contained in this press release which are not historical facts, such as those relating to our initiation of a strategic alternatives review process focused on enhancing shareholder value, our consideration of potential strategic transactions, including a potential sale, merger or other strategic transaction, and other future events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking information speaks only as of the date hereof, and Enhabit undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Such forward-looking statements are based upon current information and involve a number of risks and uncertainties. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual events or results to differ materially from our present expectations include, but are not limited to, the outcome of our strategic alternatives review, the volatility and uncertainty in the capital markets for home health and hospice companies and the availability of financing to any potential strategic partner, the availability of suitable third parties with which to conduct any strategic transaction, our ability to satisfy the remaining conditions under the TMA, and if a definitive agreement for a transaction is signed with another party, whether the conditions to closing are satisfied, including any necessary regulatory or other approvals. Our Form 10-K and subsequent quarterly reports on Form 10-Q, each of which can be found on the Company’s website at http://investors.ehab.com and the SEC’s website at www.sec.gov, discuss other risks and factors that could cause actual results to differ materially from those expressed or implied by any forward-looking statement in this press release. We urge you to consider all of the risks, uncertainties and factors identified above or discussed in such reports carefully in evaluating the forward-looking statements in this press release.

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