Sale Follows Comprehensive Review of Strategic
Alternatives
32% Premium to VWAP from Announcement of Review
of Strategic Alternatives
Represents Enterprise Value of $9.9 Billion
Envision Healthcare Corporation (“Envision” or the “Company”)
(NYSE: EVHC) today announced it has entered into a definitive
agreement to be acquired by global investment firm KKR in an
all-cash transaction for approximately $9.9 billion, including the
assumption or repayment of debt. Under the terms of the agreement,
which has been unanimously approved by Envision’s Board of
Directors (the “Board”), KKR will acquire all of the outstanding
shares of Envision’s common stock for $46.00 per share in cash,
representing a 32% premium to Envision’s volume-weighted average
share price (VWAP) from November 1, 2017, the day immediately
following the Company’s first announcement that it was reviewing
strategic alternatives. The transaction price represents a multiple
of 10.9x trailing 12 months Adjusted EBITDA and 10.1x 2018
anticipated Adjusted EBITDA.1
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20180611005476/en/
The agreement represents the culmination of the Board’s
comprehensive review of strategic alternatives to enhance
shareholder value. During the last seven months, the Board, with
the assistance of three independent financial advisors and legal
counsel, examined a full range of options to generate shareholder
value, including capital structure alternatives, potential
acquisitions, portfolio optimization, a potential sale of the whole
company, and continued operation as a standalone business. The
Board oversaw an extensive process that involved outreach to 25
potential buyers, including financial sponsors and strategic
entities, and invited proposals for all or parts of the business.
After consideration of the opportunities, risks and uncertainties
facing the Company and the broader sector, as well as the
alternatives available to the Company, the Board determined that
the KKR proposal presented the best opportunity to maximize value
for shareholders.
James D. Shelton, Envision’s Lead Independent Director,
commented, “After conducting a robust review of the business and
competitive landscape, the Company’s opportunities and challenges,
and the strategic and financial alternatives available to the
Company, the Board unanimously believes that this transaction will
deliver the most value to Envision’s shareholders.”
Christopher A. Holden, Envision’s President, Chief Executive
Officer and Director, added, “Envision’s leadership team –
including both the Board and management – have been singularly
focused on driving value for our shareholders and have taken
decisive action in furtherance of that goal, including the
implementation of a comprehensive operational improvement plan and
a robust review of strategic alternatives. Today’s announcement
reflects the extensive efforts by our team to explore all
opportunities to deliver value for our shareholders.”
“Envision is a leading provider of physician-led services in a
health care system in which physician-patient interactions have a
pronounced impact on nearly all health care decisions. Envision has
a very strong reputation for delivering high-quality,
patient-focused care through its network of 25,000 clinical
professionals at thousands of hospitals, surgery centers and
alternate sites of care across the country,” said Jim Momtazee,
Head of KKR’s Health Care investment team. “We are excited to
partner with the outstanding team led by Chris Holden to help build
upon the strong foundation in place and accelerate Envision’s
growth going forward.”
The completion of the transaction, which is targeted for the
fourth quarter of 2018, is subject to customary closing conditions
and regulatory approvals. Envision intends to present the proposed
transaction to its shareholders for approval at the Company’s 2018
Annual Meeting, which will be scheduled as soon as practicable
following the filing and review of proxy materials. The Company
intends to hold its Annual Meeting no later than October 1, 2018.
Upon the completion of the transaction, Envision will become a
private company, and its common stock will no longer be traded on
the New York Stock Exchange.
KKR will be making the investment primarily from its KKR
Americas Fund XII.
J.P. Morgan Securities LLC, Evercore and Guggenheim Securities
LLC are serving as financial advisors and Wachtell, Lipton, Rosen
& Katz and Bass, Berry & Sims are serving as legal counsel
to Envision. Simpson Thacher & Bartlett LLP is acting as legal
counsel to KKR. Fully committed debt financing for the transaction
will be provided by Citigroup Global Markets, Credit Suisse, Morgan
Stanley, Barclays, Goldman Sachs, Jefferies, UBS Investment Bank,
RBC Capital Markets, HSBC, Mizuho, and KKR Capital Markets.
About Envision Healthcare Corporation
Envision Healthcare Corporation is a leading provider of
physician-led services and post-acute care, and ambulatory surgery
services. At March 31, 2018, we delivered physician services,
primarily in the areas of emergency department and hospitalist
services, anesthesiology services, radiology/tele-radiology
services, and children’s services to more than 1,800 clinical
departments in healthcare facilities in 45 states and the District
of Columbia. Post-acute care is delivered through an array of
clinical professionals and integrated technologies which, when
combined, contribute to efficient and effective population health
management strategies. The Company owns and operates 261 surgery
centers and one surgical hospital in 35 states and the District of
Columbia, with medical specialties ranging from gastroenterology to
ophthalmology and orthopedics. In total, the Company offers a
differentiated suite of clinical solutions on a national scale,
creating value for health systems, payors, providers and patients.
For additional information, visit www.evhc.net.
About KKR
KKR is a leading global investment firm that manages multiple
alternative asset classes, including private equity, growth equity,
energy, infrastructure, real estate and credit, with strategic
manager partnerships that manage hedge funds. KKR aims to generate
attractive investment returns for its fund investors by following a
patient and disciplined investment approach, employing world-class
people, and driving growth and value creation with KKR portfolio
companies. KKR invests its own capital alongside the capital it
manages for fund investors and provides financing solutions and
investment opportunities through its capital markets business.
References to KKR's investments may include the activities of its
sponsored funds. For additional information about KKR & Co.
L.P. (NYSE: KKR), please visit KKR's website at www.kkr.com and on
Twitter @KKR_Co.
Additional Information and Where to Find It
This communication relates to the proposed merger transaction
involving the Company. In connection with the proposed merger, the
Company will file relevant materials with the U.S. Securities and
Exchange Commission (the “SEC”), including the Company’s proxy
statement on Schedule 14A and accompanying definitive WHITE proxy
card (the “Proxy Statement”). This communication is not a
substitute for the Proxy Statement or any other document that the
Company may file with the SEC or send to its stockholders in
connection with the proposed merger. BEFORE MAKING ANY VOTING
DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain the documents (when
available) free of charge at the SEC’s website, http://www.sec.gov,
and the Company’s website, www.evhc.net.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of Company common stock in respect of the proposed
transaction. 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 year ended December 31, 2017, filed with the SEC on
March 1, 2018, as amended by the Company’s Annual Report on Form
10-K/A filed with the SEC on April 30, 2018. Other information
regarding the participants in the proxy solicitation 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 in respect of the
proposed transaction.
Forward-Looking Statements
Certain statements and information in this communication may be
deemed to be “forward-looking statements” within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to the proposed transaction, the Company’s
financial and operating objectives, plans and strategies, industry
trends, and all statements (other than statements of historical
fact) that address activities, events or developments that the
Company intends, expects, projects, believes or anticipates will or
may occur in the future. These statements are often characterized
by terminology such as “believe,” “hope,” “may,” “anticipate,”
“should,” “intend,” “plan,” “will,” “expect,” “estimate,”
“project,” “positioned,” “strategy” and similar expressions, and
are based on assumptions and assessments made by the Company’s
management in light of their experience and their perception of
historical trends, current conditions, expected future
developments, and other factors they believe to be appropriate. Any
forward-looking statements in this communication are made as of the
date hereof, and the Company undertakes no duty to update or revise
any such statements, whether as a result of new information, future
events or otherwise. Forward-looking statements are not guarantees
of future performance. Whether actual results will conform to
expectations and predictions is subject to known and unknown risks
and uncertainties, including: (i) risks and uncertainties discussed
in the reports and other documents that the Company files with the
SEC; (ii) risks related to the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement; (iii) the failure to obtain Company stockholder
approval of the transaction or required regulatory approvals or the
failure to satisfy any of the other conditions to the completion of
the transaction; (iv) the effect of the announcement of the
transaction on the ability of the Company to retain and hire key
personnel and maintain relationships with its customers, suppliers,
partners and others with whom it does business, or on its operating
results and businesses generally; (v) risks associated with the
disruption of management’s attention from ongoing business
operations due to the transaction; (vi) the ability to meet
expectations regarding the timing and completion of the
transaction; (vii) general economic, market, or business
conditions; (viii) the impact of legislative or regulatory changes,
such as changes to the Patient Protection and Affordable Care Act,
as amended by the Health Care and Education Reconciliation Act of
2010; (ix) changes in governmental reimbursement programs; (x)
decreases in revenue and profit margin under fee-for-service
contracts due to changes in volume, payor mix and reimbursement
rates; (xi) the loss of existing contracts; and (xii) other
circumstances beyond the Company’s control.
1 As of 3/31/2018. 2018E EBITDA multiple based on midpoint of
Company guidance
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180611005476/en/
Envision:Envision Healthcare CorporationBob Kneeley,
303-495-1245Vice President, Investor
Relationsbob.kneeley@evhc.netorSard Verbinnen & CoJared Levy,
212-687-8080Envision-SVC@sardverb.comorJacob Crows,
212-687-8080Envision-SVC@sardverb.comorWarren Rizzi,
212-687-8080Envision-SVC@sardverb.comorKKR:Kristi Huller,
212-750-8300media@kkr.comorCara Major,
212-750-8300media@kkr.com
ENVISION HEALTHCARE HOLDINGS, IN (NYSE:EVHC)
過去 株価チャート
から 11 2024 まで 12 2024
ENVISION HEALTHCARE HOLDINGS, IN (NYSE:EVHC)
過去 株価チャート
から 12 2023 まで 12 2024
