Team Health Holdings, Inc.
("TeamHealth" or the "Company") TMH, a leading physician services
organization, today confirmed that it has received an unsolicited proposal
from AmSurg Corp. AMSG to combine in a stock-and-cash merger at a
fixed exchange ratio of 0.768x AmSurg shares per TeamHealth share. Under
the AmSurg proposal, TeamHealth shareholders would also receive cash
consideration of $11.49 per share.
TeamHealth stated that this is the same proposal that its Board of Directors
previously reviewed, considered and rejected as not in the best interest of
TeamHealth and its stockholders. This conclusion was reached with the
assistance of TeamHealth's financial and legal advisors and was based on the
insufficient value indicated in the AmSurg proposal, the execution risk of
achieving that value, and other key strategic factors, including the Board's
confidence in TeamHealth's current strategic plan, the benefits associated
with TeamHealth's acquisition of IPC Healthcare, and TeamHealth's leadership
position in the physician services industry.
"The TeamHealth Board reaffirmed its conclusion to reject AmSurg's proposal
as it undervalues the Company and contains significant execution risk. We
have great confidence in our ability to continue delivering value for
TeamHealth stockholders and remain focused on realizing the benefits of our
agreement with IPC Healthcare, which is on track to close in the fourth
quarter," said Michael D. Snow, President and Chief Executive Officer of
TeamHealth.
TeamHealth sent a letter to AmSurg on October 15, 2015 rejecting its
proposal. A copy of the letter is below:
October 15, 2015
AmSurg Corp.
lA Burton Hills Boulevard
Nashville, Tennessee 37215
Attn: Christopher A. Holden
President and Chief Executive Officer
Dear Chris.
I am writing in response to your letter (and accompanying materials) dated
October 12, 2015. TeamHealth's Board of Directors carefully reviewed and
considered AmSurg's proposal with the assistance of our financial and legal
advisors. Our Board concluded that AmSurg's proposal is not in the best
interests of TeamHealth and its stockholders. Our conclusion was based on
the insufficient value indicated in the proposal, the execution risk of
achieving that value, and other key strategic factors noted below.
Our Board and management team are committed to executing our current
strategic plan. We are extremely enthusiastic about our company's prospects
and confident in our ability to grow value for our stockholders. The
integration of IPC is a critical element of our plan and we will not
compromise that effort. We commend your completion of the Sheridan
acquisition, but as evidenced by our 35 year track record of successful
acquisitions, we have ample expertise and resources to ensure the successful
integration of IPC.
We agree with your observation that the physician services sector and the
healthcare industry more generally are experiencing significant
consolidation. While we can certainly understand why AmSurg would find a
combination with TeamHealth appealing in such an environment, we are well
positioned to independently seize advantageous transaction opportunities
that may arise over time.
We appreciate the time and effort you committed to studying a combination
with our company. However, we do not believe any purpose would be served by
further discussions regarding your proposal.
Sincerely,
/s/ Michael Snow
Michael Snow
President and Chief Executive Officer
Advisors
Citi is serving as financial advisor to TeamHealth, and Simpson Thacher &
Bartlett LLP is serving as TeamHealth's legal counsel.
About TeamHealth
At TeamHealth TMH, our purpose is to perfect our physicians' ability
to practice medicine, every day, in everything we do. Through our more than
14,000 affiliated physicians and advanced practice clinicians, TeamHealth
offers outsourced emergency medicine, hospital medicine, anesthesia, urgent
care, orthopaedic hospitalist, acute care surgery, obstetrics and gynecology
hospitalist and medical call center solutions to approximately 1,000
civilian and military hospitals, clinics and physician groups nationwide.
Our philosophy is as simple as our goal is singular: we believe better
experiences for physicians lead to better outcomes--for patients, hospital
partners and physicians alike. Join our team; we value and empower
clinicians. Partner with us; we deliver on our promises. Learn more at
http://www.teamhealth.com.
The term "TeamHealth" as used throughout this release includes Team Health
Holdings, Inc., its subsidiaries, affiliates, affiliated medical groups and
"providers," all of which are part of the TeamHealth organization.
"Providers" are physicians, advanced practice clinicians and other
healthcare providers who are employed by or contract with subsidiaries or
affiliated entities of Team Health Holdings, Inc. All such providers
exercise independent clinical judgment when providing patient care. Team
Health Holdings, Inc. does not have any employees, does not contract with
providers and does not practice medicine.
Forward Looking Statement
Statements and information contained herein that are not historical facts
and that reflect the current view of Team Health Holdings, Inc. (the
"Company") about future events and financial performance are hereby
identified as "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Some of these statements can be
identified by terms and phrases such as "anticipate," "believe," "intend,"
"estimate," "expect," "continue," "could," "should, " "may," "plan,"
"project," "predict" and similar expressions. The Company cautions that
such "forward looking statements," including without limitation, those
relating to the pending IPC Healthcare acquisition, the Company's future
business prospects, revenue, working capital, professional liability
expense, liquidity, capital needs, interest costs and income, wherever they
occur in this or in other statements attributable to the Company, are
necessarily estimates reflecting the judgment of the Company's senior
management and involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the "forward
looking statements." Factors that could cause our actual results to differ
materially from those expressed or implied in such forward-looking
statements include but are not limited to the occurrence of any event that
could give rise to a termination of the IPC Healthcare merger agreement, the
risks that the proposed IPC Healthcare acquisition disrupts current plans
and operations, current or future government regulation of the healthcare
industry, exposure to professional liability lawsuits and governmental
agency investigations, the adequacy of insurance coverage and insurance
reserves, as well as those factors detailed from time to time in the
Company's filings with the Securities and Exchange Commission. The Company
disclaims any intent or obligation to update "forward looking statements"
herein to reflect changed assumptions, the occurrence of unanticipated
events, or changes to future operating results over time.
INVESTOR CONTACT FOR TEAMHEALTH:
David Jones
Executive Vice President &
Chief Financial Officer
865-293-5299
MEDIA CONTACT FOR TEAMHEALTH:
Patricia Ball
Senior Vice President, Strategic Resources Group
800-818-1498
James Golden or Arielle Rothstein
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Comments
Loading...
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in