Actionable news
0
All posts from Actionable news
Actionable news in MDAS: MedAssets, Inc.,

MedAssets: Frequently Asked Questions (Faqs)

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

MedAssets Agrees to be Acquired by Pamplona Capital Management

Please refer all media or investment community inquiries to Robert Borchert, 678.248.8194, rborchert@medassets.com

Acquisition Details

Q: What is the total acquisition value, how is it structured, and when do you expect the deal to close?

Pamplona Capital Management 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.

The MedAssets-Pampl ona transaction is expected to close in the first quarter of 2016, pending the satisfaction of customary closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the approval of the merger agreement by MedAssets shareholders. MedAssets and Pamplona are confident in their ability to achieve this timing.

Q: When will the proxy statement be filed and mailed to shareholders? When will the shareholder meeting be?

MedAssets intends to file a proxy statement as promptly as practicable, and it will be mailed as soon as practicable following U.S. Securities and Exchange Commission (SEC) review. We plan to hold the shareholder meeting as soon as practicable after the SEC clears the proxy statement and it is mailed to shareholders.

Q: What issues or events could possibly prevent the acquisition from being completed?

The acquisition is subject to the Hart-Scott-Rodino Act (HSR) for antitrust review by the Federal Trade Commission (FTC) as well as approval from the shareholders of MedAssets before the acquisition is final. We do not anticipate any HSR/FTC issues given the competitiveness of the industry, the complementary nature of this combination and the fact that our acquisition is not contingent on, and will happen regardless of, any other contemplated transactions by Pamplona.

Q: When will you file Hart-Scott-Rodino for antitrust review by the Federal Trade Commission?

MedAssets intends to submit the HSR filings as quickly as possible.

Q: How long do you expect the antitrust review to take? What is the potential the FTC blocks the acquisition?

We expect the acquisition to close in the first quarter of 2016. Given that MedAssets is being acquired by Pamplona, a private equity firm, and our acquisition is not contingent on any other contemplated transactions by Pamplona, we do not anticipate any issues.

General - Main

Q: Who is Pamplona? Why are they interested in acquiring MedAssets?

Established in 2005, Pamplona Capital Management is a London- and New York-based investment management firm that manages over $10 billion in assets. Pamplona makes long-term investments in both public and private companies with strong market growth opportunities.

Following completion of Pamplonas acquisition of MedAssets, Pamplona plans to sell our SCM segment (including Advisory Solutions and Sg2) to the VHA-UHC Alliance, and to combine our RCM segment with Precyse, a Pamplona-owned company that is a leader in health information management services, education and technology. In addition, Pamplona and VHA-UHC Alliance have agreed to work together in select service offerings to serve their mutual customers, representing further strategic growth opportunities for both businesses.

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 a leading supply chain procurement and cost management partner, and a prominent, end-to-end revenue cycle technology and services business.

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

Page 1

Q: Who is VHA-UHC Alliance?

Effective April 1, 2015, VHA Inc. (historically known as Voluntary Hospitals of America), a national health care network of not-for-profit hospitals, and UHC (historically known as University Health Consortium), an alliance of the nations leading academic medical centers, combined into a single organization. The combined organization is the largest member-owned healthcare company in the country and is dedicated to leading healthcare innovation, creating knowledge and fostering collaboration to help its members thrive. The company serves more than 5,200 health system and hospital members and affiliates as well as 118,000 non-acute health care customers. Members range from independent, community-based healthcare organizations to large, integrated systems and academic medical centers, and it represents more than $50 billion in annual purchasing volume. Headquarters are in Irving, Texas, with locations in Chicago and other cities across the United States. For more information, visit www.vha.com and uhc.edu.

Q: Who is Precyse?

Precyse, based in Alpharetta, Georgia, offers fully outsourced health information management (HIM) services along with medical coding, clinical documentation improvement (CDI) and other technologies and intelligence to equip healthcare organizations to achieve enhanced, sustainable operational performance. Pamplona acquired Precyse earlier this year.

Q: Do Precyse or VHA-UHC have products/services that directly compete with MedAssets existing products and services? If so, are there plans to sunset any products/services?

MedAssets products and services are highly complementary to VHA-UHC and Precyse. With VHA-UHC, the combination will expand our offerings in the areas of supply chain procurement, cost management, market intelligence, analytics and advisory services. Once combined, the MedAssets and Precyse revenue cycle businesses will create a prominent, end-to-end revenue cycle technology and services business with significant scale. Once Pamplonas acquisition of MedAssets closes, we expect there will be communications regarding our joint plans and strategies.

Q: How many offers did MedAssets receive for the company?

We received a number of unsolicited inquiries from outside parties expressing interest in acquiring MedAssets. We conducted a thorough strategic review that evaluated MedAssets current long-term business plan against a broad range of alternatives that have the potential to enhance shareholder value. After very careful consideration, our Board of Directors and executive leadership team determined the acquisition was in the best interest of our shareholders, and we believe that Pamplonas future vision will benefit customers and employees as well. We ask your patience, as the proxy statement that will ultimately be mailed to our shareholders will contain a detailed description of the acquisition process.

Q: What other alternatives did the Board consider?

Over the past few months, we received a number of unsolicited inquiries from outside parties expressing interest in acquiring MedAssets. We initiated a process that included a thorough review of MedAssets current long-term business plan against a broad range of strategic alternatives that had the potential to enhance customer and shareholder value. After very careful consideration, our Board of Directors, together with our executive leadership team, determined the acquisition was in the best interest of our shareholders, and we believe that Pamplonas future vision will benefit customers and employees as well.

Q: What is the integration plan and how will Pamplona and VHA-UHC communicate throughout the transition? Who will be leading the integration/transition team?

Transition planning activities have not yet been developed. We will work with Pamplona leadership on a focused and detailed plan prior to closing in order to implement an effective and seamless transition post close.

VHA-UHC has communicated it expects to finalize the second-step transaction with Pamplona early next year, pending regulatory and other customary approvals. Importantly, the Pamplona acquisition of MedAssets is not contingent on any other transaction and needs to be completed first.

It is critical to remember that our first priority is to continue to deliver solid operating performance and the highest level of customer service, support and satisfaction as our business exists today. Secondly, we are still an independent company; any communication from now until the acquisition closes should be coordinated through our executive offices and requests should be directed to Robert Borchert.

© MedAssets, 2015. All rights reserved. MedAssets®.

Page 2

Q: Will Pamplona retain all of the businesses, or will they sell or shut down certain operations?

Following completion of Pamplonas acquisition of MedAssets, Pamplona plans to sell our SCM segment (including Advisory Solutions and Sg2) to VHA-UHC Alliance, and to combine our RCM segment with Precyse, a Pamplona-owned company that is a leader in health information management services, education and technology. In addition, Pamplona and VHA-UHC Alliance have agreed to work together in select service offerings to serve their mutual customers, representing further strategic growth opportunities for both businesses.

All MedAssets Employees

Q: Management told employees we were running our own playbook. Why did we pursue selling the company?

Our executive teams collective efforts have been to prepare MedAssets for a growth-oriented future within a value-based healthcare world and to create value for our customers and shareholders. It always has been our intent to operate, build and grow MedAssets for the future. However, over the last year, our progress captured the attention of outside parties. We received a number of unsolicited inquiries expressing interest in acquiring MedAssets. As a public company, it is our responsibility to act in the best interests of all shareholders, and so we took these inquiries very seriously. After very careful consideration, our Board of Directors, together with our executive leadership team, determined the acquisition was in the best interest of our shareholders, and we believe that Pamplonas future vision will benefit customers and employees as well. As you know, we were not at liberty to disclose material, non-public information while the process was underway.

Q: Were either the loss of Tenet, one of our largest customers, or pressure from activist investor Starboard Value, the catalyst for MedAssets being sold?

No. The loss of the Tenet GPO and outsourced procurement relationship was certainly disappointing because of our long-standing relationship, and the Starboard letter noted areas within our company that we had already targeted for review or planned to review as part of our multi-year transformation plan. The unsolicited inquiries from outside parties interested in acquiring MedAssets actually occurred prior to both the Tenet and Starboard events in early...


More