WATERTOWN, Mass., SEATTLE and NEW YORK, Nov. 12, 2018 /PRNewswire/ — athenahealth, Inc. (NASDAQ: ATHN), a leading provider of network-enabled casework for hospital and ambulant barter nationwide, Veritas Basic (“Veritas”) and Evergreen Coast Basic (“Evergreen”), today appear that they accept entered into a absolute acceding beneath which an associate of Veritas and Evergreen will access athenahealth for about $5.7 billion in cash.
Under the acceding of the agreement, athenahealth shareholders will accept $135 in banknote per share. The per allotment acquirement amount represents a exceptional of about 12 percent over the company’s closing banal amount on November 9, 2018, the aftermost trading day above-mentioned to today’s announcement, and a exceptional of about 27 percent over the company’s closing banal amount on May 17, 2017, the day above-mentioned to Elliott Administration Corporation’s advertisement that it had acquired an almost 9 percent absorption in the company.
Following the closing, Veritas and Evergreen apprehend to amalgamate athenahealth with Virence Bloom (“Virence”), the GE Healthcare Value-based Affliction assets that Veritas acquired beforehand this year. The accumulated business is accepted to be a leading, privately-held healthcare advice technology aggregation with an all-encompassing civic provider arrangement of barter and world-class articles and solutions to advice them beforehand in an added circuitous environment.
Following the abutting of that transaction, the accumulated aggregation is accepted to accomplish beneath the athenahealth cast and be headquartered in Watertown, Massachusetts. The aggregation will be led by Virence Chairman and Chief Controlling Officer Bob Segert and an controlling administration aggregation comprised of admiral from both companies. Following the achievement of the transaction, Virence’s Workforce Administration business will become a abstracted Veritas portfolio aggregation beneath the API Healthcare brand.
“After a absolute cardinal analysis process, we accept absitively to access this acceding with Veritas, which we accept maximizes amount for our shareholders and accelerates our ambition to transform healthcare,” said Jeff Immelt, Controlling Chairman of athenahealth. “Combining with Virence will actualize new opportunities for accord and growth. Operating as a clandestine aggregation with Veritas’s buying and abutment will accommodate athenahealth with added adaptability to accomplish our purpose of unleashing our aggregate abeyant to transform healthcare.”
“athenahealth is a bazaar baton and a accustomed and cardinal fit with Virence,” said Ramzi Musallam, CEO and Managing Accomplice of Veritas Capital. “Virence and athenahealth have differentiated and complementary solutions, abysmal relationships with their corresponding chump bases and a aggregate adeptness of allegation to innovation. We attending advanced to leveraging our adeptness in the sector, as able-bodied as the capabilities and solutions above both companies to accommodate above amount to customers, and actualize agitative beforehand opportunities for both sets of employees as Bob and the aggregation body the approaching of healthcare IT.”
Veritas, a government and technology focused investor, has a authentic clue almanac of active beforehand for companies aural the healthcare technology space, as illustrated by the firm’s accretion of Verscend Technologies and its aggregate with Cotiviti Holdings, as able-bodied as the firm’s beforehand in Truven Bloom Analytics. Veritas has a abysmal compassionate of the burning allegation to digitize the healthcare arrangement and brings a adeptness of acute chump focus and a drive for beforehand through focused R&D and artefact innovation.
“We are aflame by the befalling to accomplice with athenahealth, one of the better and best affiliated provider networks in the nation, to drive outcomes that amount the best to our customers,” said Bob Segert, Chairman and CEO of Virence. “athenahealth and Virence accept commutual portfolios and highly-talented people, and this aggregate expands our abyss and adeptness above the continuum of care. I’m attractive advanced to accumulation our mission-driven cultures to actualize an alike stronger healthcare IT company.”
athenahealth broker Elliott Administration Corporation (“Elliott”) has bidding abutment for the transaction. Elliott Accomplice Jesse Cohn said, “We are admiring to abutment this transformative transaction accumulation athenahealth and Virence, which we accept represents an outstanding, value-maximizing aftereffect for athenahealth shareholders.”
Upon achievement of the transaction, Elliott’s clandestine disinterestedness subsidiary, Evergreen Coast Capital, will absorb a boyhood beforehand pale in the accumulated company.
Evergreen Managing Director Isaac Kim said, “We attending advanced to demography allotment in this different opportunity. Beneath Bob’s administration and with Veritas’ cardinal blank and able clue almanac of amount creation, we accept the accumulated aggregation will be a authentic baton in healthcare IT, alluringly positioned to beforehand outcomes and abate the amount of care.”
Approvals and TimingThe transaction is accepted to abutting in the aboriginal division of 2019, accountable to the approval of the holders of a majority of athenahealth’s outstanding shares and the achievement of accepted closing altitude and authoritative approvals.
The athenahealth Board of Admiral has absolutely accustomed the alliance acceding and intends to acclaim that athenahealth shareholders vote in favor of it at a Special Meeting of Stockholders, to be appointed as anon as practicable.
The transaction is not accountable to a costs condition.
Cancellation of Q3 2018 Balance CallIn ablaze of today’s advertisement and the awaiting transaction, athenahealth will no best be hosting its ahead appear Q3 2018 balance alarm today.
AdvisorsLazard and Centerview Ally are confined as banking advisors, and Weil, Gotshal & Manges LLP is confined as acknowledged admonition to athenahealth.
Schulte, Roth & Zabel, LLP is acting as acknowledged admonition to Veritas.
Deutsche Bank and RBC Basic Markets are acting as banking admiral to Evergreen, and Gibson, Dunn & Crutcher LLP is acting as acknowledged advisor.
About athenahealth, Inc.athenahealth ally with hospital and ambulant barter to drive analytic and banking results. We action medical record, acquirement cycle, accommodating engagement, affliction coordination, and citizenry bloom services. We amalgamate insights from our arrangement of added than 120,000 providers and about 117 actor patients with abysmal industry adeptness and accomplish authoritative assignment at scale. For added information, amuse appointment www.athenahealth.com.
About Virence Bloom Virence Bloom Technologies is a arch software provider that leverages technology and analytics to advice healthcare providers above the continuum of affliction finer administer their financial, clinical, and animal basic workflows. Offering a absolute apartment of avant-garde technology-enabled solutions, Virence aims to beforehand quality, access efficiency, and abate decay in the healthcare industry. Learn added at www.virencehealth.com.
About Veritas Basic Veritas Basic is a arch clandestine disinterestedness close that invests in companies that accommodate analytical articles and services, primarily technology and technology-enabled solutions, to government and bartering barter worldwide, including those operating in the aerospace & defense, healthcare, technology, civic security, communications, energy, government casework and apprenticeship industries. Veritas seeks to actualize amount by strategically transforming the companies in which it invests through amoebic and asleep means. For added advice on Veritas Basic and its accepted and accomplished investments, visit www.veritascapital.com.
About Elliott and EvergreenElliott Administration Corporation manages two multi-strategy beforehand funds which accumulated accept about $35 billion of assets beneath management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, authoritative it one of the oldest funds of its affectionate beneath connected management. The Elliott funds’ investors accommodate alimony plans, absolute abundance funds, endowments, foundations, funds-of-funds, aerial net account individuals and families, and advisers of the firm. This beforehand is actuality led by Evergreen Coast Capital, Elliott’s Menlo Park affiliate, which focuses on technology investing.
Forward-Looking Statements This columnist absolution contains advanced statements aural the acceptation of Area 27A of the Securities Act of 1933, as amended, and Area 21E of the Securities Exchange Act of 1934, as amended, including statements apropos management’s expectations to beforehand amount conception above the athenahealth business and to become healthcare’s aboriginal belvedere company; statements apropos management’s expectations for approaching banking and operational performance, accepted growth, accession in the market, and business outlook; statements apropos management’s focus on the beheading of our cardinal plan and accepted outcomes, including advancing amount savings, added efficiencies, automated workflow, allowance improvements, and improvements in agent engagement; statements apropos afresh appear changes to the Company’s administration and babyminding anatomy and accepted outcomes. Advanced statements may be articular with words such as “will,” “may,” “expect,” “plan,” “anticipate,” “upcoming,” “believe,” “estimate,” or agnate terminology, and the abrogating of these terms. Advanced statements are not promises or guarantees of approaching performance, and are accountable to a array of risks and uncertainties, abounding of which are above our control, which could account absolute after-effects to alter materially from those advised in these advanced statements. These risks and uncertainties include: the accident of any event, change or added affairs that could accord acceleration to the abortion of the alliance agreement; the disability to complete the proposed alliance due to the abortion to access stockholder approval for the proposed alliance or the abortion to amuse added altitude to achievement of the proposed merger, including that a authoritative article may prohibit, adjournment or debris to admission approval for the cleanup of the transaction; risks accompanying to disruption of management’s absorption from the Company’s advancing business operations due to the transaction; the aftereffect of the advertisement of the proposed alliance on the Company’s relationships with its customers, operating after-effects and business generally; the accident that the proposed alliance will not be consummated in a appropriate manner; beyond the accepted costs of the merger; our adeptness to auspiciously apparatus our cardinal initiatives and accomplish their advancing impact; our adeptness to administer changes in our administration aggregation and changes consistent from our workforce abridgement and appointment closures; our awful aggressive industry and our adeptness to attempt finer and abide innovative; the development of the bazaar for cloud-based healthcare advice technology services; changes in the healthcare industry and their appulse on the appeal for our services; our adeptness to auspiciously recruit able new controlling aptitude and to administer our administration transition; our adeptness to advance consistently aerial beforehand ante due to accession chump sales cycles and lower utilization; the appulse of changes in our business archetypal and structure; our adeptness to auspiciously apparatus operational and administration initiatives; our adeptness to finer administer our growth; our adeptness to assure our bookish property; accepted and approaching litigation, including for bookish acreage infringement; our assurance on third-party providers; risks and costs associated with our accepted operations; our adeptness to allure and absorb highly-skilled employees; our clashing operating results; our adeptness to absorb our barter and advance chump revenue; our tax liability; our capricious sales and accomplishing cycles; the timing at which we admit assertive acquirement and our adeptness to appraise our prospects; defects and errors in our software or services, or interruptions or amercement to our systems or those of third parties on which we rely; a abstracts aegis breach; limitations on our use of data; the aftereffect of payer and provider conduct; the abortion of our casework to accommodate authentic and appropriate information; alteration government adjustment and the costs and challenges of compliance; the abeyant for actionable behavior by advisers or subcontractors; and the amount animation of our accepted stock. Advanced statements allege alone as of the date hereof and, except as appropriate by law, we undertake no obligation to amend or alter these advanced statements. For added advice apropos these and added risks faced by us, accredit to our accessible filings with the Securities and Exchange Commission (“SEC”), accessible on the Investors area of our website at www.athenahealth.com and on the SEC’s website at www.sec.gov.
Additional Advice and Where to Acquisition ItThis filing may be accounted address actual in account of the proposed accretion of the Aggregation by Veritas. In affiliation with the proposed merger, the Aggregation will book with the SEC and accouter to the Company’s stockholders a proxy account and added accordant documents. This filing does not aggregate a address of any vote or approval. Stockholders are apprenticed to apprehend the proxy account back it becomes accessible and any added abstracts to be filed with the SEC in affiliation with the proposed alliance or congenital by advertence in the proxy account because they will accommodate important advice about the proposed merger.
Investors will be able to access chargeless of allegation the proxy account and added abstracts filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, the proxy account and our anniversary letters on Form 10-K, annual letters on Form 10-Q, accepted letters on Form 8-K and amendments to those letters filed or furnished pursuant to area 13(a) or 15(d) of the Securities Exchange Act of 1934 are or will be accessible chargeless of allegation through our website at www.athenahealth.com as anon as analytic accessible afterwards they are electronically filed with, or furnished to, the SEC.
The directors, controlling admiral and assertive added associates of administration and advisers of the Aggregation may be accounted “participants” in the address of proxies from stockholders of the Aggregation in favor of the proposed merger. Advice apropos the bodies who may, beneath the rules of the SEC, be advised participants in the address of the stockholders of the Aggregation in affiliation with the proposed alliance will be set alternating in the proxy account and the added accordant abstracts to be filed with the SEC. You can acquisition advice about the Company’s controlling admiral and admiral in the absolute proxy account on Schedule 14A in affiliation with athenahealth’s 2018 Anniversary Meeting of Shareholders, filed with the SEC on April 26, 2018.
athenahealth Contacts:InvestorsDana [email protected]
MediaJohn [email protected] 617-402-8001
Barrett Golden / Nick Lamplough / Scott BisangJoele Frank, Wilkinson Brimmer Katcher212-355-4449
Virence/Veritas Basic Contacts:Andrew Cole/ David Millar / Julie RudnickSard Verbinnen & Co(212) [email protected]
Elliott Administration Corporation/Evergreen Coast Basic ContactsStephen Spruiell(212) [email protected]
SOURCE athenahealth, Inc.
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