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Medassets To Be Acquired By Pamplona Capital Management For $2.7 Billion

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

ATLANTA November 2, 2015

MedAssets, Inc. (NASDAQ: MDAS) and Pamplona Capital Management today announced that they have entered into a definitive agreement whereby Pamplona will acquire MedAssets for $31.35 per share in cash. The purchase price represents a 44.5% premium to the 30 trading day volume weighted average price of MedAssets common stock and an enterprise value of approximately $2.7 billion.

Since February, our executive leadership team has been developing and implementing our business transformation and value creation plan to prepare MedAssets for a growth-oriented future within a va lue-based healthcare world. We have been making substantial progress, and our third quarter 2015 financial performance is a testament to our employees commitment, dedication and hard work to execute our plan, said R. Halsey Wise, chairman and chief executive officer, MedAssets. Over the last year, our progress captured the attention of outside parties, and we received a number of unsolicited inquiries expressing interest in acquiring MedAssets. Our board of directors and executive leadership team conducted a thorough review of strategic alternatives and, after careful consideration, we determined an acquisition by Pamplona is the best course of action for our shareholders, customers and employees.

The MedAssets-Pamplona transaction is expected to close in the first quarter of 2016, pending receipt of customary approvals, including certain regulatory approvals and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction also is subject to customary closing conditions, including the approval of the merger agreement by MedAssets stockholders. MedAssets and Pamplona are confident in their ability to obtain all necessary regulatory and other approvals.

Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as MedAssets financial advisors, and Willkie Farr & Gallagher LLP is acting as its legal advisor. Morgan Stanley and Barclays are serving as Pamplonas financial advisors, and Simpson Thacher & Bartlett LLP is serving as its legal advisor. Pamplona has received committed financing from Morgan Stanley, Barclays, Macquarie Group and GCI for the transaction.

Pamplona Capital Management partner, Jeremy Gelber, M.D., said: We are excited to be acquiring this leading healthcare performance improvement platform company that serves four out of every five hospitals in the United States. As a next step to our strategy, we plan to combine the MedAssets Revenue Cycle Management (RCM) segment with our Precyse business to create a leading, end-to-end revenue cycle technology and services business. At the same time, we intend to sell the MedAssets Spend and Clinical Resource Management (SCM) business to VHA-UHC Alliance. In each case, we believe these business combinations will enable greater innovation and scale to deliver enhanced clinical, operational and financial performance improvement to positively impact healthcare organizations outcomes.

With the added transactional steps planned by Pamplona, we expect our customers, suppliers and employees will have an extraordinary opportunity to benefit from a significant market combination that will create both the leading supply chain procurement and cost management partner and a prominent, end-to-end revenue cycle technology and services business, Wise added.

Pamplona Transaction Plan for MedAssets Business Segments

Following completion of Pamplonas acquisition of MedAssets, Pamplona will move to complete the sale of MedAssets SCM segment to VHA-UHC Alliance and combine its Precyse business with MedAssets RCM

© 2013, MedAssets, Inc. All rights reserved. MedAssets

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segment. In addition to these proposed transactions, Pamplona and VHA-UHC Alliance have agreed to work together in select service offerings to serve their mutual members and customers, representing further strategic growth opportunities for both businesses.

The MedAssets-Precyse revenue cycle businesses, when combined, will offer hospitals an independent, highly complementary value proposition as healthcare organizations require sustainable revenue performance in preparation for the transition to a value- or risk-based reimbursement environment. MedAssets RCM segment services and technologies touch more than $450 billion in gross patient revenue annually and help more than 2,700 providers optimize reimbursement by improving patient payment estimation, claims coding accuracy, contract...