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Actionable news in AMSG: Amsurg Corp.,

Amsurg: Sard Verbinnen & Co Claire M. Gulmi Jonathan Gasthalter/Jared Levy/David Millar

The following excerpt is from the company's SEC filing.

Executive Vice President and Chief Financial Officer

(212) 687-8080

(615) 665-1283

AMSURG INCREASES PROPOSAL TO MERGE WITH TEAMHEALTH; SETS DEADLINE FOR RESPONSE

Revised Proposal Offers an Additional $4.00 per TeamHealth Share in Cash

Urges TeamHealth Board to Engage; Offer to be Withdrawn on Tuesday, November 3, at 4pm ET

NASHVILLE, Tenn., November 2, 2015

AmSurg Corp. (Nasdaq: AMSG) today announced that it has revised its proposal to combine with Team Health Holdings, Inc. (NYSE: TMH) to provide an additional $4.00 in cash per TeamHealth share. The revised pr oposal is 0.768 AmSurg shares plus $15.49 in cash for each TeamHealth share. The proposal has a total current value of $69.32 per TeamHealth share, or a total enterprise value of $7.6 billion, based on AmSurgs closing stock price Friday, October 30. AmSurg first made this proposal to the Board of Directors of TeamHealth on October 24, 2015. If TeamHealth does not engage with AmSurg by 4pm ET on Tuesday, November 3, the proposal will be withdrawn.

Christopher A. Holden, President and Chief Executive Officer of AmSurg, said, We continue to believe the proposed combination is a compelling opportunity that offers significant value to both our shareholders. After meeting with the majority of both companies shareholders over the past two weeks, it is clear that they are supportive of the proposed merger and agree that the time to move forward with this combination is now. We hope the TeamHealth Board will give this bold opportunity the serious consideration it deserves and will take into account input from TeamHealth shareholders. We look forward to engaging with the TeamHealth Board promptly.

AmSurg Today sent the following letter to the TeamHealth Board of Directors:

265 Brookview Centre Way, Ste. 400

Knoxville, TN 37919

c/o Lynn Massingale, Chairman & Mike Snow, Chief Executive Officer

Dear Lynn & Mike:

This letter is in response to our telephone conversation on Friday, October 30th, during which you relayed that the Board of Directors of TeamHealth has rejected our revised proposal of 0.768 AmSurg shares plus $15.49 in cash for each TeamHealth share. Our revised proposal represents an additional $4.00 in cash per TeamHealth share over and above our original proposal on October 12, 2015. As we have discussed,

the additional $4.00 per share included in our revised proposal is not contingent on TeamHealth taking the necessary steps to eliminate or mitigate the potential prepayment penalties associated with the financing for the IPC transaction. We ask, once again, that you reconsider engaging with us to fully evaluate this transformational opportunity to combine our two companies. Our proposal stands until 4:00pm ET on Tuesday, November 3

, 2015. If you do not engage with us by then, our proposal will be withdrawn.

We have a unique window of opportunity to create the best in class provider of outsourced clinical services and truly give physicians a meaningful voice in the consolidation of healthcare. The vision is clear and well understood by every stakeholder. You have been clear since our first discussion regarding concerns around timing and the potential interference with the pending IPC transaction. Let me reiterate we would do nothing to impede the remaining steps necessary to finance and close the IPC transaction. We are fully supportive of that transaction and it is in our collective best interest for the closing to go smoothly. We firmly believe that the strategic imperative for combining our organizations outweighs risks around the integration of IPC. Consider that the potential synergies in our combination are twice the contribution of IPC today. We maintain our view that this transaction reduces shareholder risk with respect to the IPC integration.

After meeting with the majority of both our shareholders over the past two weeks, we believe they are supportive of the proposed merger at a fair valuation and that the time to move forward with this combination is now.

Your Board believes TeamHealth has standalone growth prospects and value creation opportunities superior to the value offered by our proposal and the value of the combined company. We believe your shareholders should be given the opportunity to fully evaluate that proposition. It is difficult to see how any reasonable standalone financial forecast could equal or surpass the value creation to your shareholders provided by this proposal. We are proposing a true 50/50 merger, but with a substantial cash control premium to your shareholders, including approximately 30% of TeamHealths unaffected market equity value in cash.

Our proposal should be considered even more attractive given the recent challenges in the hospitalist and emergency services sector. We remain supportive of the IPC transaction, despite the challenging quarter it just announced. That said, we believe the recent trading performance in the hospitalist and emergency services sectors, as well as the recent performance of IPC specifically, have reduced the likely unaffected trading price of TeamHealth stock. Absent our...


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