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8-K - FORM 8-K - Change Healthcare Holdings, Inc. | g27830e8vk.htm |
FOR IMMEDIATE RELEASE |
Emdeon to be Acquired by Blackstone
| Emdeon stockholders to receive $19.00 per share in cash | ||
| Transaction valued at approximately $3 billion | ||
| Emdeon to become a privately held company |
NASHVILLE, Tenn. (August 4, 2011) Emdeon Inc. (NYSE: EM), a leading provider of healthcare
revenue and payment cycle management and clinical information exchange solutions, today announced
that it has entered into a definitive merger agreement with Blackstone Capital Partners VI L.P.
under which this Blackstone fund will acquire a controlling interest in Emdeon in a transaction
valued at approximately $3 billion that will result in Emdeon becoming a private company. Hellman
& Friedman will maintain a significant minority equity interest in Emdeon.
Under the terms of the merger agreement, holders of Emdeon common stock will receive $19.00 per
share in cash. Emdeons Board of Directors has unanimously approved the merger agreement and is
recommending that Emdeons stockholders adopt the merger agreement. General Atlantic and Hellman &
Friedman have agreed to vote shares owned by them representing, in the aggregate, approximately 70%
of the Companys outstanding shares, in favor of the transaction.
This transaction provides for a great return for our investors, said George Lazenby, chief
executive officer for Emdeon. We are excited about the opportunity to move forward with two
excellent investors in Blackstone and Hellman & Friedman. They each have an in-depth understanding
of our business and industry, and will be tremendous partners as we continue to pursue our strategy
of making healthcare efficient. We are looking forward to building upon our leadership position in
healthcare information technology and services, made possible by the continued support of our
customers and the dedication and commitment of our employees.
Lazenby continued, We also wish to acknowledge the tremendous contributions of global growth
investor General Atlantic in our development and thank them for the leadership and support they
have provided since becoming our majority owner in 2006.
We are thrilled to be investing in such a high quality company, said Neil P. Simpkins, senior
managing director of Blackstone. Blackstone looks forward to supporting Emdeon and its experienced
management team, in continuing to provide innovative products and services to the healthcare
industry.
We are excited about the proposed transaction and the value it brings to Emdeon stockholders,
said Allen Thorpe, managing director for Hellman & Friedman. We believe that Emdeon has a great
healthcare IT franchise and we look forward to the next chapter of our working relationship.
The transaction is subject to customary closing conditions, including approval by Emdeons
stockholders and clearance under the Hart-Scott-Rodino Act, and is currently expected to be
completed in the second half of 2011. Following completion of the transaction, Emdeon will become
a privately held company and its Class A common stock will no longer be traded on the New York
Stock Exchange.
Morgan Stanley acted as lead financial advisor and UBS Investment Bank acted as co-financial
advisor to Emdeons Board of Directors. Paul Weiss, Rifkind, Wharton & Garrison LLP acted as legal
advisor to Emdeon. King & Spalding LLP acted as legal advisor to Emdeons outside directors.
Blackstone Advisory Partners LP, Banc of America Merrill Lynch, Barclays Capital and Citigroup
acted as financial advisors and Ropes & Gray LLP acted as legal advisors to Blackstone.
Credit Facility
Blackstone has secured committed financing from Banc of America Merrill Lynch, Barclays Capital and
Citigroup. These funds, in addition to equity financing from Blackstone, will finance the cash
consideration to be paid to Emdeons stockholders.
Quarterly Results Announcement
Emdeon noted that, with the proposed transaction, it will not host a conference call to discuss
financial results for the second quarter of 2011. The Company expects to issue its earnings
release and file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 on or about
August 8, 2011.
About Emdeon
Emdeon is a leading provider of revenue and payment cycle management solutions, connecting payers,
providers and patients in the U.S. healthcare system. Emdeons product and service offerings
integrate and automate key business and administrative functions of its payer and provider
customers throughout the patient encounter. Through the use of Emdeons comprehensive suite of
products and services, which are designed to easily integrate with existing technology
infrastructures, customers are able to improve efficiency, reduce costs, increase cash flow and
more efficiently manage the complex revenue and payment cycle process. For more information, visit
www.emdeon.com.
About Blackstone
Blackstone (NYSE:BX) is one of the worlds leading investment and advisory firms. Blackstone seeks
to create positive economic impact and long-term value for its investors, the companies they invest
in, the companies they advise and the broader global economy. Blackstone does this through the
commitment of their extraordinary people and flexible capital. Their alternative asset management
businesses include the management of private equity funds, real estate funds, hedge fund solutions,
credit-oriented funds and closed-end mutual funds. Blackstone also provides various financial
advisory services, including financial and strategic advisory, restructuring and reorganization
advisory and fund placement services. Further information is available at www.blackstone.com.
About Hellman & Friedman LLC
Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco,
New York and London. Since its founding in 1984, Hellman & Friedman has raised and, through its
affiliated funds, managed over $25 billion of committed capital. The Firm focuses on investing in
superior business franchises and serving as a value-added partner to management in select
industries including internet & digital media, software, business & marketing services, financial
services, insurance, media, healthcare and energy & industrials. For more information on Hellman &
Friedman, visit www.hf.com.
Additional Information and Where to Find It
In connection with the proposed merger, Emdeon will prepare a proxy statement and a Rule 13e-3
Transaction Statement to be filed with the Securities and Exchange Commission (SEC). When
completed, a definitive proxy statement and a form of proxy will be mailed to Emdeons
stockholders. EMDEONS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE RULE 13E-3
TRANSACTION STATEMENT REGARDING THE PROPOSED MERGER CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Emdeons stockholders will be able to obtain, without charge, a copy of
the proxy statement, the Rule 13e-3 Transaction Statement and other relevant documents (when
available) filed with the SEC from the SECs website at http://www.sec.gov. Emdeons stockholders
will also be able to obtain, without charge, a copy of the proxy statement, the Rule 13e-3
Transaction Statement and other relevant documents (when available) by directing a request by mail
or telephone to Emdeon Inc., Attn: Secretary, 3055 Lebanon Pike, Suite 1000, Nashville, TN 37214,
telephone: (615) 932-3000, or from Emdeons website, http://www.emdeon.com.
Emdeon and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from Emdeons stockholders with respect to the proposed merger.
Information regarding any interests that Emdeons executive officers and directors may have in the
transaction will be set forth in the proxy statement. In addition, information about the Companys
executive officers and directors is contained in the Companys most recent proxy statement and
annual report on Form 10-K, which are available on the Companys website and at www.sec.gov.
Statements made in this press release that express Emdeons or managements intentions, plans, beliefs, expectations or predictions of future events are forward-looking statements, which Emdeon
intends to be covered by the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. These statements often include words such as
may, will, should, believe, expect, anticipate, intend, plan, estimate or similar
expressions. Forward-looking statements also may include information concerning the proposed
transaction and Emdeons possible or assumed future results of operations, including descriptions
of Emdeons revenues, profitability and outlook and its overall business strategy. You should not
place undue reliance on these statements because they are subject to numerous uncertainties and
factors relating to the proposed transaction and Emdeons operations and business environment, all
of which are difficult to predict and many of which are beyond Emdeons control. Although Emdeon
believes that these forward-looking statements are based on reasonable assumptions, you should be
aware that many factors could affect Emdeons actual financial results or results of operations and
could cause actual results to differ materially from those in the forward-looking statements. Such
factors related to the proposed transaction include unexpected costs or liabilities, delays due to
regulatory review, certain closing conditions (including the committed financing) may not be timely
satisfied or waived, litigation may be commenced and general and business conditions may change.
Other factors that may cause actual results to differ materially include those set forth in the
risks discussed in the Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations sections and elsewhere in Emdeons Annual Report on Form 10-K
for the year ended December 31, 2010, as well as Emdeons periodic and other reports, filed with
the Securities and Exchange Commission.
You should keep in mind that any forward-looking statement made by Emdeon herein, or elsewhere,
speaks only as of the date on which made. Emdeon expressly disclaims any intent, obligation or
undertaking to update or revise any forward-looking statements made herein to reflect any change in
Emdeons expectations with regard thereto or any change in events, conditions or circumstances on
which any such statements are based.
# # #
Contacts:
For Emdeon:
Media Relations
Amanda Woodhead
615.932.3863
awoodhead@emdeon.com
For Emdeon:
Media Relations
Amanda Woodhead
615.932.3863
awoodhead@emdeon.com
Investor Relations
Tommy Lewis
615.932.3235
tlewis@emdeon.com
Tommy Lewis
615.932.3235
tlewis@emdeon.com
For Blackstone:
Media Relations
Peter Rose
The Blackstone Group
212.583.5871
rose@blackstone.com
Peter Rose
The Blackstone Group
212.583.5871
rose@blackstone.com
Investor Relations
Joan Solotar
The Blackstone Group
212.583.5068
solotar@blackstone.com
Joan Solotar
The Blackstone Group
212.583.5068
solotar@blackstone.com
Weston Tucker
The Blackstone Group
212.583.5231
tucker@blackstone.com
The Blackstone Group
212.583.5231
tucker@blackstone.com
For Hellman & Friedman:
Media Relations
Abernathy MacGregor Group
Mary Beth Grover / Kelly Smith
212.371.5999
mbg@abmac.com / kas@abmac.com
Media Relations
Abernathy MacGregor Group
Mary Beth Grover / Kelly Smith
212.371.5999
mbg@abmac.com / kas@abmac.com