MedAssets, Inc. (NASDAQ:MDAS) and Pamplona Capital Management today
announced that they have entered into a definitive agreement
whereby Pamplona will acquire MedAssets for $31.35 per share in
cash. The purchase price represents a 44.5% premium to the 30
trading day volume weighted average price of MedAssets common stock
and an enterprise value of approximately $2.7 billion.
"Since February, our executive leadership team has been
developing and implementing our business transformation and value
creation plan to prepare MedAssets for a growth-oriented future
within a value-based healthcare world. We have been making
substantial progress, and our third quarter 2015 financial
performance is a testament to our employees' commitment, dedication
and hard work to execute our plan," said R. Halsey Wise, chairman
and chief executive officer, MedAssets. "Over the last year, our
progress captured the attention of outside parties, and we received
a number of unsolicited inquiries expressing interest in acquiring
MedAssets. Our board of directors and executive leadership team
conducted a thorough review of strategic alternatives and, after
careful consideration, we determined an acquisition by Pamplona is
the best course of action for our shareholders, customers and
employees."
The MedAssets-Pamplona transaction is expected to close in the
first quarter of 2016, pending receipt of customary approvals,
including certain regulatory approvals and expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act. The transaction also is subject to customary closing
conditions, including the approval of the merger agreement by
MedAssets stockholders. MedAssets and Pamplona are confident in
their ability to obtain all necessary regulatory and other
approvals.
Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are
acting as MedAssets' financial advisors, and Willkie Farr &
Gallagher LLP is acting as its legal advisor. Morgan Stanley and
Barclays are serving as Pamplona's financial advisors, and Simpson
Thacher & Bartlett LLP is serving as its legal advisor.
Pamplona has received committed financing from Morgan Stanley,
Barclays, Macquarie Group and GCI for the transaction.
Pamplona Capital Management partner, Jeremy Gelber, M.D., said:
"We are excited to be acquiring this leading healthcare performance
improvement platform company that serves four out of every five
hospitals in the United States. As a next step to our strategy, we
plan to combine the MedAssets Revenue Cycle Management (RCM)
segment with our Precyse business to create a leading, end-to-end
revenue cycle technology and services business. At the same time,
we intend to sell the MedAssets Spend and Clinical Resource
Management (SCM) business to VHA-UHC Alliance. In each case, we
believe these business combinations will enable greater innovation
and scale to deliver enhanced clinical, operational and financial
performance improvement to positively impact healthcare
organizations' outcomes."
"With the added transactional steps planned by Pamplona, we
expect our customers, suppliers and employees will have an
extraordinary opportunity to benefit from a significant market
combination that will create both the leading supply chain
procurement and cost management partner and a prominent, end-to-end
revenue cycle technology and services business," Wise added.
Pamplona Transaction Plan for MedAssets Business
Segments
Following completion of Pamplona's acquisition of MedAssets,
Pamplona will move to complete the sale of MedAssets SCM segment to
VHA-UHC Alliance and combine its Precyse business with MedAssets
RCM segment. In addition to these proposed transactions, Pamplona
and VHA-UHC Alliance have agreed to work together in select service
offerings to serve their mutual members and customers, representing
further strategic growth opportunities for both businesses.
The MedAssets-Precyse revenue cycle businesses, when combined,
will offer hospitals an independent, highly complementary value
proposition as healthcare organizations require sustainable revenue
performance in preparation for the transition to a value- or
risk-based reimbursement environment. MedAssets' RCM segment
services and technologies touch more than $450 billion in gross
patient revenue annually and help more than 2,700 providers
optimize reimbursement by improving patient payment estimation,
claims coding accuracy, contract modeling, defensible pricing and
regulatory compliance strategies, and billing and collection
services, among other capabilities. Precyse offers fully outsourced
health information management (HIM) services along with medical
coding, clinical documentation improvement (CDI) and other
technologies and intelligence to equip healthcare organizations to
achieve enhanced, sustainable operational performance.
The combined expertise of VHA-UHC Alliance and MedAssets SCM
business is expected to help acute hospitals, academic medical
centers and non-acute healthcare providers significantly improve
their financial, clinical and operational performance through
enhanced supply chain procurement, cost management, analytics and
advisory services. Members and customers also will have the power
of Sg2 market analytics at their fingertips as one of the leading
providers of health care market intelligence, strategic analytics
and service line-based insight.
Curt Nonomaque, president and chief executive officer of the
VHA-UHC Alliance, said, "Aligning the MedAssets SCM offerings with
our technologies and expertise will create a more robust
performance and value proposition for our customer and membership
base."
Today, VHA-UHC Alliance serves more than 5,200 health system and
hospital members and affiliates, including virtually all the
academic medical centers and health systems, as well as more than
118,000 non-acute health care customers representing more than $50
billion in annual purchasing volume. The MedAssets SCM business
serves approximately 3,300 hospitals and 123,000 non-acute
healthcare providers, and manages approximately $59 billion in
total spend on behalf of its customers.
MedAssets Third Quarter Financial Results
MedAssets reported its third quarter and nine-month 2015
financial results in a press release issued concurrent with this
announcement. MedAssets no longer plans to provide financial
guidance, and management will not host a conference call to discuss
either this transaction or its financial results.
About MedAssets
MedAssets (NASDAQ:MDAS) is a healthcare performance improvement
company that combines strategic market insight with rapid
operational execution to help providers sustainably serve the needs
of their communities. More than 4,500 hospitals and 123,000
non-acute healthcare providers rely on our solutions to reduce the
total cost of care, enhance operational efficiency, align clinical
delivery, and improve revenue performance across the System of
CARE. For more information, please visit www.medassets.com.
About Pamplona Capital Management
Pamplona Capital Management is a London and New York-based
specialist investment manager established in 2005 that provides an
alternative investment platform across private equity, fund of
hedge funds and single manager hedge fund investments. Pamplona
Capital Management, LLP manages over USD 10 billion in assets
across a number of funds for a variety of clients including public
pension funds, international wealth managers, multinational
corporations, family offices and funds of hedge funds. Pamplona is
currently managing its fourth private equity fund, Pamplona Capital
Partners IV LP, which was raised in 2014. Pamplona invests
long-term capital across the capital structure of its portfolio
companies in both public and private market situations. Please see
Pamplonafunds.com for further information.
About VHA-UHC Alliance
Effective April 1, 2015, VHA Inc., the national health care
network of not-for-profit hospitals, and UHC, the alliance of the
nation's leading academic medical centers, combined into a single
organization. The combined organization is the largest member-owned
health care company in the country and is dedicated to leading
health care innovation, creating knowledge and fostering
collaboration to help our members thrive. The company serves more
than 5,200 health system and hospital members and affiliates as
well as 118,000 non-acute health care customers. Members range from
independent, community-based health care organizations to large,
integrated systems and academic medical centers, and it represents
more than $50 billion in annual purchasing volume. Headquarters are
in Irving, Texas, with locations in Chicago and other cities across
the United States. For more information, visit www.vha.com and
uhc.edu.
Important Additional Information For Investors And
Stockholders
This communication does 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. This communication relates to
the proposed acquisition of MedAssets, Inc. (the "Company") by
Pamplona Capital Management.
In connection with the proposed acquisition, the Company intends
to file a proxy statement and other relevant documents concerning
the proposed transaction with the Securities and Exchange
Commission (the "SEC"). This communication is not a substitute for
any proxy statement or other document the Company may file with the
SEC in connection with the proposed transaction. INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The
Company will provide the final proxy statement to its stockholders
if and when it becomes available. Investors and stockholders will
be able to obtain a copy of the proxy statement, as well as other
filings containing information about the Company (in each case, if
and when available), free of charge at the SEC's Web Site at
http://www.sec.gov. In addition, the proxy statement, the SEC
filings that will be incorporated by reference in the proxy
statement and the other documents filed with the SEC by the Company
may be obtained free of charge from the Company's Investor
Relations page on its corporate website at
http://ir.medassets.com/.
The Company and its directors, executive officers, and certain
other members of management and employees of the Company may be
deemed to be participants in the solicitation of proxies in favor
of the proposed transactions from the stockholders of the Company.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in such solicitation in connection with
the proposed transactions will be set forth in the proxy statement
if and when it is filed with the SEC. Information about the
directors and executive officers of the Company is set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, which was filed with the SEC on March 2, 2015,
and the proxy statement on Schedule 14A for the Company's 2015
Annual Meeting of Stockholders, which was filed with the SEC on
April 24, 2015. These documents can be obtained free of charge from
the sources indicated above. Additional information regarding
participants in the proxy solicitation may be obtained by reading
the proxy statement regarding the proposed transaction when it
becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995, and include the intent, belief or
current expectations of the Company and its management team with
respect to the Company's future business operations. Any
forward-looking statements are not guarantees of future
performance, involve risks and uncertainties, and actual results
may differ materially from those contemplated by such
forward-looking statements. Important factors currently known to
management that could cause actual results to differ materially
from those contemplated by the forward-looking statements in this
communication include, but are not limited to: failure to realize
improvements in performance, efficiency and profitability; failure
to complete anticipated sales under negotiations; failure to
successfully implement revenue backlog; lack of revenue growth;
customer losses; and adverse developments with respect to the
operation or performance of the Company's business units or the
market price of its common stock. Additional factors that could
cause actual results to differ materially from those contemplated
within this communication can also be found in the Company's Risk
Factor disclosures in its Form 10-K for the year ended December 31,
2014 filed with the SEC and available at http://ir.medassets.com.
The Company disclaims any responsibility to update any
forward-looking statements.
The following factors, among others, could cause our actual
results and financial condition to differ materially from those
expressed or implied in the forward-looking statements: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the proposed acquisition; (2) the
inability to complete the transactions contemplated by the proposed
acquisition due to the failure to obtain the required stockholder
approval; (3) the inability to satisfy the other conditions
specified in the proposed acquisition, including, without
limitation, the receipt of necessary governmental or regulatory
approvals required to complete the transactions contemplated by the
proposed acquisition; (4) the risk that the proposed transactions
disrupt current plans and operations, increase operating costs and
the potential difficulties in customer loss and employee retention
as a result of the announcement and consummation of such
transactions; (5) the outcome of any legal proceedings that may be
instituted following announcement of the proposed acquisition and
transactions contemplated therein; and (6) the possibility that the
Company may be adversely affected by other economic, business,
and/or competitive factors.
mdas/F
CONTACT: Robert P. Borchert
678.248.8194
rborchert@medassets.com
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