UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT
TO SECTION 14(a) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☐ |
Definitive Additional Materials |
☒ |
Soliciting Material Pursuant to § 240.14a-12 |
CROSS COUNTRY HEALTHCARE,
INC.
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that
apply):
☐ |
Fee paid previously with preliminary materials. |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
The following material was posted to the
Cross Country Healthcare, Inc. (“Cross Country”) intranet page on December 4, 2024 in connection with the proposed acquisition
of Cross Country by Aya Healthcare, Inc.
Exciting News: Cross Country’s
Next Chapter
We’re thrilled to announce that
Cross Country has agreed to be acquired by Aya Healthcare. This is an incredible milestone in our nearly 40-year history. It marks a
transformational next chapter that will propel us forward in the industry.
By joining forces with Aya, we are advancing
our mission to bridge connections between people and jobs through cutting-edge technology and innovative solutions. Together, we’ll
strengthen our commitment to empowering healthcare and education professionals and organizations, ensuring clinical excellence, exceptional
patient care and impactful student development remain at the core of what we do.
Important Resources:
| · | Read
the Press Release: You can read the press release on the Investor Relations page of our
website at https://ir.crosscountryhealthcare.com/press-releases. |
| · | Read
the Email Announcement: This morning, John Martins shared a firm-wide email with details on the announcement, here.
|
| · | Explore
FAQs: We’ve compiled answers to some likely questions you may have and expected next steps, here. |
| · | Join
the Town Hall: We are holding a Town Hall this morning at 11:30 AM ET where John
Martins will discuss this exciting news. You will receive an invite to the Town Hall. |
As we look ahead, we expect the transaction
to close in the first half of 2025. We remain committed to supporting our employees and want to assure you that it will be business as
usual for Cross Country’s staffing services and operations throughout this process. Upon completion, Cross Country will become
a private company and operate separately under Aya.
Thank you for your dedication and unwavering
commitment to Cross Country. We are excited to embark on this exciting new chapter together and look forward to seeing you at the Town
Hall!
If you have any immediate questions,
please don’t hesitate to reach out to your HR representative.
Important Information and Where
to Find It
This communication relates to a proposed
transaction between Cross Country Healthcare, Inc. (“Cross Country”) and Aya Healthcare, Inc. (“Aya”)
and certain wholly owned subsidiaries of Aya. In connection with this proposed transaction, Cross Country will file a proxy statement
on Schedule 14A or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that
Cross Country may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF CROSS COUNTRY ARE
URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT
MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed
to stockholders of Cross Country as applicable. Investors and security holders will be able to obtain free copies of these documents,
when available, and other documents filed with the SEC by Cross Country through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Cross Country will be available free of charge on Cross Country’s internet website
at https://ir.crosscountryhealthcare.com/ or by contacting Cross Country’s primary investor relations contact by email at jvogel@crosscountry.com
or by phone at 561-237-8310.
Participants in the Solicitation
Cross Country, Aya,
their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transaction. Information about the directors and executive officers of Cross Country, their ownership
of Cross Country common shares, and Cross Country’s transactions with related persons is set forth in its Annual Report on Form
10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 23, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1141103/000162828024006454/ccrn-20231231.htm),
in its proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders in the sections entitled “Security Ownership
of Certain Beneficial Owners and Management” and “Related Party Transactions”, which was filed with the SEC on April
1, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1141103/000114036124016761/ny20018339x1_def14a.htm),
certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports on Form 8-K.
These documents can
be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement
and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This communication
is for informational purposes only and 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 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.
Cautionary Note Regarding Forward-Looking
Statements
This
communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements
contained in this communication that are not statements of historical fact, including statements regarding the proposed transaction,
including
the
expected timing and closing of the proposed transaction; Cross Country’s ability to consummate the proposed transaction; the expected
benefits of the proposed transaction and other considerations taken into account by the Cross Country Board of Directors in approving
the proposed transaction; the amounts to be received by stockholders and expectations for Cross Country prior to and following the closing
of the proposed transaction, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide
management’s current expectations for the future of Cross Country based on current expectations and assumptions relating to Cross
Country’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the
use of words such as “believes,” “anticipates,” “may,” “should,” “will,”
“plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,”
“predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words
of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements
relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such
risks and uncertainties include, among others: (i) the timing to consummate the proposed transaction, (ii) the risk that a condition
of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur,
(iii) the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated, (iv) the diversion of management time on transaction-related issues, (v) risks related to disruption
of management time from ongoing business operations due to the proposed transaction, (vi) the risk that any announcements relating to
the proposed transaction could have adverse effects on the market price of the common stock of Cross Country, (vii) the risk that the
proposed transaction and its announcement could have an adverse effect on the ability of Cross Country to retain customers and retain
and hire key personnel and maintain relationships with its suppliers and customers, (viii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Cross
Country to pay a termination fee, (ix) the risk that competing offers will be made, (x) unexpected costs, charges or expenses resulting
from the merger, (xi) potential litigation relating to the merger that could be instituted against the parties to the Merger Agreement
or their respective directors, managers or officers, including the effects of any outcomes related thereto, (xii) worldwide economic
or political changes that affect the markets that Cross Country’s businesses serve which could have an effect on demand for Cross
Country’s services and impact Cross Country’s profitability, (xiii) effects from global pandemics, epidemics or other public
health crises, (xiv) changes in marketplace conditions, such as alternative modes of healthcare delivery, reimbursement and customer
needs and (xv) disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes
in international trade agreements, including tariffs and trade restrictions, cyber-security vulnerabilities, foreign currency volatility,
swings in consumer confidence and spending, costs of providing services, retention of key employees, and outcomes of legal proceedings,
claims and investigations. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements.
Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical
fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results
to
differ materially from these forward-looking statements is available in Cross Country’s filings with the SEC, including the risks
and uncertainties identified in Part I, Item 1A - Risk Factors of Cross Country’s Annual Report on Form 10-K for the year ended
December 31, 2023 and in Cross Country’s other filings with the SEC. The list of factors is not intended to be exhaustive.
These
forward-looking statements speak only as of the date of this communication, and Cross Country does not assume any obligation to update
or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of Cross Country.
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