EQT to pay $40.50 per share in all cash
transaction
Acquisition of Press Ganey represents first
direct EQT Equity Investment in North America
Press Ganey (NYSE: PGND), a healthcare performance improvement
company, announced that it has entered into a definitive agreement
to be acquired by EQT Equity fund EQT VII (“EQT”), part of the
global private equity group EQT. Under the terms of the agreement,
EQT will acquire all of Press Ganey’s common stock. Shareholders of
record will receive $40.50 in cash per share of Press Ganey common
stock, resulting in an enterprise value of approximately $2.35
billion. The offer price represents a 20% premium to the year to
date volume-weighted average price and a 62% premium to the initial
public offering price for the common stock. The acquisition of
Press Ganey represents EQT’s first direct EQT Equity investment in
North America.
“We are very excited about this transaction as it delivers value
for our shareholders and allows Press Ganey to accelerate our
investment in both acquisitions and product innovation that best
serve our clients,” said Patrick Ryan, CEO of Press Ganey. “I have
tremendous respect for EQT as a top flight investment firm, and I
look forward to partnering with them as we develop new solutions to
advance patient-centered care in the United States and
internationalize the business in the next phase of our
development.”
“We are excited by the unique opportunity to acquire Press
Ganey, in a transaction highlighting EQT’s deep expertise and
commitment to investing in market-leading healthcare companies,”
said Eric Liu, Partner at EQT Partners Inc., Investment Advisor to
EQT Equity. “As one of the most active global healthcare investors,
with a demonstrated track record of success, we believe that EQT is
an ideal partner for Press Ganey, as the Company seeks to expand
both organically and through acquisitions. EQT will leverage its
deep platform and provide valuable resources to support Press
Ganey’s continued growth.”
“Press Ganey has made a tangible contribution to improving
healthcare delivery by empowering patient voices,” said Norman W.
Alpert, Chairman of Press Ganey and Co-President of Vestar Capital
Partners. “We are pleased with the value delivered to shareholders
and the opportunity for the organization to enter its next phase of
growth with EQT.”
The agreement followed the unanimous approval by Press Ganey’s
Board of Directors. Completion of the transaction is subject to the
expiration of a “go-shop” period, the expiration or termination of
the applicable waiting period under Hart-Scott-Rodino Antitrust
Improvements Act, Press Ganey shareholder approval and other
customary closing conditions. The acquisition is expected to be
completed during the fourth quarter of 2016.
Barclays and Goldman Sachs are acting as financial advisors to
Press Ganey, and Latham & Watkins LLP and Richards, Layton
& Finger, PA are serving as legal advisors to Press Ganey. BofA
Merrill Lynch is acting as financial adviser to EQT, and Simpson
Thacher & Bartlett LLP is serving as legal advisor to EQT
Partners. Fully committed financing of the transaction has been
provided by Credit Suisse, Citi and BofA Merrill Lynch.
About Press Ganey
Press Ganey Holdings (NYSE: PGND) is a leading provider of
patient experience measurement, performance analytics and strategic
advisory solutions for health care organizations across the
continuum of care. With over 30 years of experience, Press Ganey is
recognized as a pioneer and thought leader in patient experience
measurement and performance improvement solutions. Our mission is
to help health care organizations reduce patient suffering and
improve clinical quality, safety and the patient experience. As of
January 1, 2016, Press Ganey served more than 26,000 health care
facilities.
About EQT
EQT is a leading global private equity group with approximately
EUR 30 billion in raised capital. EQT has portfolio companies in
Europe, Asia and the US with total sales of more than EUR 15
billion and circa 100,000 employees. EQT works with portfolio
companies to achieve sustainable growth, operational excellence and
market leadership.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private
equity firm currently managing approximately $5 billion in capital.
Specializing in management buyouts and growth capital investments,
Vestar invests and collaborates with incumbent management teams and
private owners to build long-term enterprise value, with a focus on
Consumer, Healthcare, and Business and Financial Services. Since
Vestar’s founding in 1988, Vestar funds have completed more than 75
investments in companies with a total value of more than $40
billion.
Additional Information About the Acquisition and Where to
Find It
This communication is being made in respect of the proposed
transaction involving Press Ganey and an affiliate of EQT. A
special stockholder meeting will be announced soon to obtain
stockholder approval in connection with the proposed merger between
Press Ganey and Emerald BidCo, Inc. Press Ganey expects to file
with the Securities and Exchange Commission (the “SEC”) a proxy
statement and other relevant documents in connection with the
proposed merger. The definitive proxy statement will be sent or
given to the shareholders of Press Ganey and will contain important
information about the proposed transaction and related matters.
INVESTORS OF PRESS GANEY ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT PRESS GANEY, EMERALD TOPCO, INC.,
EMERALD BIDCO, INC. AND THE PROPOSED MERGER. Investors may obtain a
free copy of these materials (when they are available) and other
documents filed by Press Ganey with the SEC at the SEC’s website at
www.sec.gov, at Press Ganey’s website at www.pressganey.com or by
sending a written request to Press Ganey at 401 Edgewater Place,
Suite 500, Wakefield, Massachusetts 01880, Attention: General
Counsel and Corporate Secretary.
Participants in the Solicitation
Press Ganey and its directors, executive officers and certain
other members of management and employees may be deemed to be
participants in soliciting proxies from its stockholders in
connection with the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Press Ganey’s stockholders in
connection with the proposed merger will be set forth in Press
Ganey’s definitive proxy statement for its special stockholder
meeting. Additional information regarding these individuals and any
direct or indirect interests they may have in the proposed merger
will be set forth in the definitive proxy statement when and if it
is filed with the SEC in connection with the proposed merger.
Forward-Looking Statements
Certain statements contained in this filing may be considered
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding the transaction and the ability to consummate the
transaction. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and Press Ganey undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) Press Ganey may be unable to
obtain stockholder approval as required for the transaction; (2)
conditions to the closing of the transaction may not be satisfied
and required regulatory approvals may not be obtained; (3) the
transaction may involve unexpected costs, liabilities or delays;
(4) the business of Press Ganey may suffer as a result of
uncertainty surrounding the transaction; (5) the outcome of any
legal proceedings related to the transaction; (6) Press Ganey may
be adversely affected by other economic, business, legislative,
regulatory and/or competitive factors; (7) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; (8) risks that the transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction;
(9) the failure by Emerald BidCo, Inc. to obtain the necessary debt
financing arrangements set forth in the commitment letters received
in connection with the transaction; and (10) other risks to
consummation of the transaction, including the risk that the
transaction will not be consummated within the expected time period
or at all. If the transaction is consummated, Press Ganey’s
stockholders will cease to have any equity interest in Press Ganey
and will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of
Press Ganey are set forth in its filings with the SEC, including
its Annual Report on Form 10-K for the year ended December 31, 2015
and recent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K filed with the SEC, which are available on the SEC’s
website at www.sec.gov. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date thereof.
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version on businesswire.com: http://www.businesswire.com/news/home/20160809005781/en/
For Press Ganey Holdings, Inc.:(Investors)Balaji Gandhi,
781-295-0390SVP, Corporate
DevelopmentIR@pressganey.comor(Media)Patricia Cmielewski,
781-234-8439Chief Marketing
Officerpcmielewski@pressganey.comorFor EQT:European
Media:EQTKerstin Danasten, +46 8 506 55 334Press
Officerpress@eqtpartners.comorU.S. Media:KEKSTDaniel Yunger
or Ross Lovern, 212-521-4800daniel.yunger@kekst.com /
ross.lovern@kekst.comorFor Vestar:Owen Blicksilver Public
RelationsCarol Makovich, 203-622-4781carol@blicksilverpr.com
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