On April 28 2026, Select Medical Holdings Corp. announced that the Hart‑Scott‑Rodino Antitrust Improvements Act waiting period for its proposed acquisition by a consortium led by Executive Chairman Robert A. Ortenzio and private‑equity firm Welsh, Carson, Anderson & Stowe expired at 11:59 p.m. Eastern Time on April 27 2026. The expiration removes a regulatory hurdle that had delayed the transaction, allowing the consortium to move forward with the merger, which is expected to close in mid‑2026 pending shareholder approval and other customary conditions.
The consortium, which also includes Senior Executive Vice President Martin F. Jackson, has agreed to acquire Select Medical for approximately $3.9 billion in enterprise value. The deal offers $16.50 in cash per share, representing an 18% premium over the unaffected share price as of November 24 2025 and a 25% premium over the 90‑day volume‑weighted average closing price for that period.
Shareholder approval for the transaction was obtained at the company’s annual meeting on April 24 2026, satisfying the final regulatory condition for the deal. With the HSR waiting period now expired, the consortium can proceed to the next phase of the transaction, which includes finalizing financing and completing due‑diligence reviews.
This is the second time Ortenzio and WCAS have taken Select Medical private; the first was in 2005, followed by an IPO in 2009. Private ownership is expected to provide the company with greater flexibility to pursue strategic restructuring, including the potential separation of its long‑term acute care hospital (LTACH) segment from its rehabilitation services platform, a move that could unlock value by allowing each unit to be valued against more comparable peers.
Shareholder alert law firms have initiated investigations into the fairness of the $16.50 offer, citing concerns about potential breaches of fiduciary duty and benefits to insiders. The investigations reflect ongoing scrutiny of the transaction’s terms, but no immediate market reaction has been reported as the event is primarily a procedural regulatory milestone rather than a performance announcement.
The expiration of the Hart‑Scott‑Rodino waiting period marks a significant procedural step toward the consortium’s goal of taking Select Medical private. With regulatory approval in place and shareholder consent secured, the transaction is poised to move forward toward a mid‑2026 closing, potentially reshaping the company’s ownership structure and strategic direction.
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