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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


Provides 36% Current Premium to TeamHealth Shareholders

Combination Creates Leading National Provider of Outsourced Physician Services

with Expanded Growth Opportunities and Enhanced Free Cash Flow

Expected To be Immediately Accretive to Earnings Based on Synergies of $200-$290 Million

Enables Optimized Financing for AmSurg/TeamHealth and TeamHealth/IPC Transactions

NASHVILLE, T enn., October 20, 2015

AmSurg Corp. (Nasdaq: AMSG) today announced a proposal to combine with Team Health Holdings, Inc. (NYSE: TMH) in a stock-and-cash merger at a fixed exchange ratio of 0.768x AmSurg shares per Team Health share, which will result in pro forma 50/50 ownership of the combined company. TeamHealth shareholders also will receive cash consideration of $11.49 per share. The proposal has a total current value of $71.47 per TeamHealth share, or a total enterprise value of $7.8 billion, based on AmSurgs closing stock price yesterday. This represents a current premium of 36% to TeamHealth shareholders.

Christopher A. Holden, President and Chief Executive Officer of AmSurg, said, Our proposed combination will be transformational for both AmSurg and TeamHealth shareholders as well as for the physician services sector as a whole. TeamHealth shareholders will receive immediate cash value equivalent to 22% of its market capitalization, and share equally in our combined companys upside. The combined company will have significantly enhanced free cash flow, expanded opportunities to accelerate growth, an attractive risk profile, $200 million to $290 million in annual synergies, and the ability to rapidly de-leverage. Comprising a network of more than 1,200 healthcare facilities and approximately 20,000 clinicians, AmSurg and TeamHealth together will become the most comprehensive provider of outsourced clinical services to health systems, and will create a platform for unprecedented growth in the sector. Together, we will hold leading positions in several industry verticals: ambulatory surgery, anesthesia, emergency services, hospitalists, radiology and neonatology.

This combination will be a true partnership that will integrate our industry-leading physician sub-specialties and expand and deepen the combined companys health system relationships, instantly creating an extensive national geographic footprint, said Mr. Holden. Our combined scale and comprehensive service portfolio, coupled with a shared commitment to quality and coordination of care and maintaining close physician relationships, will have tremendous benefits for our health system clients, payers, physicians, and the employees of both companies.

Mr. Holden added, We believe AmSurgs successful acquisition and integration of Sheridan can serve as a roadmap for the partnership with TeamHealth. The financial performance of AmSurg since closing that transaction has exceeded our initial public guidance on every metric. Engaging now also gives us the opportunity to further enhance shareholder value by optimizing the financing of the AmSurg/TeamHealth and TeamHealth/IPC transactions and could decrease aggregate financing expense by $100 million to $150 million. We believe strongly in this combination and hope TeamHealths Board will engage with us promptly to reach an agreed transaction.


AMSG Proposes Merger With TeamHealth To Create The Market Leader In Physician Services

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Under the terms of the proposed merger, the combined company would assume the TeamHealth name, and TeamHealth would continue to operate out of its headquarters. The Board of Directors will include representatives from AmSurg and TeamHealth. Mr. Holden will be Chief Executive Officer and will lead a management team comprised of senior leaders from both organizations. The AmSurg and Sheridan operations will retain their brands.

Guggenheim Securities and J.P. Morgan Securities LLC are acting as financial advisors and Bass, Berry & Sims PLC is acting as legal counsel to AmSurg in connection with the proposed transaction.

Representatives of AmSurg met with representatives of TeamHealth to discuss the proposed merger in September 2015. Below is the text of a letter that was sent on October 12, 2015 to Lynn Massengale, Chairman of TeamHealth, regarding the proposed merger:

Board of Directors

265 Brookview Centre Way, Ste. 400

Knoxville, TN 37919

c/o Lynn Massingale, Chairman

Dear Members of the Board:

We appreciated the opportunity to meet with Dr. Lynn Massingale on September 30, 2015, to discuss our bold vision for the potential combination of our two companies. Dr. Massingale characterized our presentation as both thoughtful and thought-filled. We left the meeting optimistic that our proposal would be given robust consideration with adequate resources and expertise. Instead, we are disappointed to learn that you chose not to engage with us based on what appears to be a very cursory analysis of our specific proposal and key deal terms. Our goal here is to ask you to reconsider your position with full appreciation of solutions available to address your immediate concerns.

We are mindful that TeamHealth is nearing the completion of its acquisition of IPC. We recognize that your initial reaction to our proposal reflects caution and conservatism flowing from that pending transaction. While we appreciate that timing is a reasonable issue here, the question is not why now? but rather why wait?. We want to reiterate that we are fully supportive of that transaction, and the combination of AmSurg and TeamHealth would not prevent or delay its closing but in fact, further ensure its success. We have every confidence in TeamHealths ability to integrate IPC. More importantly, as I relayed to Dr. Massingale and Mike Snow, we believe we have solutions and specific integration experience and success that more than adequately address your short term fears and concerns. We also believe you have access to the resources and experts necessary to simultaneously vet this proposal. The magnitude of this opportunity far outweighs any manageable integration risk. In addition, if you were not to engage with us now in a collaborative way, it could possibly sub-optimize the capital structure of a combination with AmSurg in the future - or worse - result in the loss of this opportunity completely. This is a bold vision that requires bold leadership from both Boards. Now is the time.

We believe our vision is catalytic and transformational, not only for our respective companies, but also to the physician services sector. Our specific proposal reflects that as well. Were in it together 50-50 and neither one of us is truly selling. We view it as a true partnership with a shared vision and the opportunity for our shareholders to participate equally in the value created. We are confident that TeamHealth is the ideal partner with industry leading physician sub-specialties and deep health system relationships that complement ours. We share the same strong and differentiating commitment to quality of care and cultural commitment to working with physicians. We have a unique opportunity to give

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physicians a meaningful voice in the consolidation of healthcare. Together, we would embark on a strategy to build the most comprehensive provider of outsourced clinical services. We would also be better positioned for the future and to be the trusted partner to health systems and payers in coordinating care and reducing cost across the healthcare system. Ultimately, we believe our health system clients, payers and physicians will be highly supportive of our combination as they share the same vision we do. The combination of TeamHealth and AmSurg is compelling strategically and financially, and our Board of Directors and management team are committed to working with you to pursue a merger of our two companies.

As you know, we have fully integrated the Sheridan acquisition successfully. The financial performance of AmSurg since closing has exceeded our initial public guidance on every major metric. Additionally, we have achieved these results without disruption to the organizations of either legacy company. We believe that experience, along with the overall size and diversification of our combined companies, can add...