AMSURG Corp. (NASDAQ: AMSG) (“AMSURG”) announced today that it
has commenced a consent solicitation with respect to its 5.625%
Senior Notes due 2022 (CUSIP Nos. 03232 PAD0, 03232 PAC2, and
U0018WAB2) (the “Notes”).
AMSURG is soliciting consents from holders of record as of 5:00
p.m., New York City time, on August 5, 2016 (such date and time,
the “Record Date”) to (i) amend the Indenture governing the Notes,
dated as of July 16, 2014 (as supplemented or amended, the
“Indenture”), by and among AMSURG, U.S. Bank, N.A., as trustee (the
“Trustee”), and certain subsidiaries of AMSURG, as guarantors (the
“Subsidiary Guarantors”) to include limited condition acquisition
technology, (ii) amend the definition of “Change of Control”
contained in the Notes to waive any obligation of AMSURG under the
Notes to make a change of control offer to repurchase the Notes at
101% of the principal amount thereof, plus accrued and unpaid
interest, upon consummation of the transactions (the “Mergers”)
contemplated by the previously announced Agreement and Plan of
Merger (the “Merger Agreement”) entered into by AMSURG with
Envision Healthcare Holdings, Inc., a Delaware corporation
(“Envision”), and New Amethyst Corp., a Delaware corporation and a
wholly owned subsidiary of AMSURG (“New Amethyst”) and (iii) add
to, amend, supplement and change certain other defined terms in the
Notes related to the foregoing (collectively, the “Proposed
Amendments”). The Proposed Amendments will be effected by a
supplemental indenture (the “Supplemental Indenture”) to the
Indenture.
AMSURG is offering to pay each holder of record as of the Record
Date who validly delivers and does not validly revoke its consent
on or prior to the Expiration Date (as defined below) a cash
payment of $2.50 for each $1,000 in aggregate principal amount of
Notes for which a consent is validly delivered, subject to
satisfaction or waiver of certain conditions, including the receipt
of valid consents in respect of a majority in aggregate principal
amount of the outstanding Notes.
AMSURG expects that, promptly after receipt of the requisite
consent at or prior to the Expiration Date, AMSURG, the Trustee and
the Subsidiary Guarantors will execute the Supplemental Indenture
giving effect to the Proposed Amendments. Holders will not be able
to revoke their consents after the execution of the Supplemental
Indenture (such time, the “Effective Time”). Holders should note
that the Effective Time may be prior to the Expiration Date and
holders will not be given prior notice of such Effective Time.
If the Mergers constitute a “Change of Control” (as such term is
defined in the Indenture), the Issuer would be required to make a
“Change of Control Offer” (as such term is defined in the
Indenture) to each holder to purchase all or any part of such
holder's Notes at a purchase price equal to 101% of the aggregate
principal amount of Notes purchased, plus accrued and unpaid
interest, if any, to the date of purchase. Under certain
circumstances as set forth in the Indenture, the Company may make a
Change of Control Offer in advance of the closing of the Mergers.
The Company cannot predict the level of participation from
beneficial holders if any Change of Control Offer (whether in
advance of the Mergers or upon the consummation of the Mergers)
were to be made.
The consent solicitation will expire at 5:00 p.m., New York City
time, on August 17, 2016 (as such date may be extended by AMSURG in
its sole discretion) (the “Expiration Date”). Payment of the
consent fee will be made promptly after the Supplemental Indenture
is executed and all other conditions to the consent solicitation
are satisfied or waived. AMSURG in its sole discretion may
terminate the consent solicitation without the obligation to make
any cash payment at any time prior to the Effective Time, whether
or not the requisite consent has been received. Except for the
Proposed Amendments, all of the existing terms of the Notes and the
Indenture under which the Notes were issued will remain unchanged.
The effectiveness of the Proposed Amendments is not a condition to
the completion of the Mergers.
This press release does not set forth all of the terms and
conditions of the consent solicitation. Holders of the Notes should
carefully read AMSURG’s Consent Solicitation Statement, dated
August 8, 2016, and the accompanying materials, including the
Letter of Consent, for a complete description of all terms and
conditions before making any decision with respect to the consent
solicitation. AMSURG makes no recommendation as to whether or not
any holder should consent to the Proposed Amendments. The
solicitation agents for the consent solicitation are Barclays
Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities,
LLC, SunTrust Robinson Humphrey, Inc., Deutsche Bank Securities
Inc., BMO Capital Markets Corp. and RBC Capital Markets, LLC.
Additional information concerning the terms and conditions of the
consent solicitation, and the procedure for delivering consents,
may be obtained from Barclays Capital Inc. at (800) 438-3242 (toll
free) or (212) 528-7581 (collect) or J.P. Morgan Securities
LLC.
Copies of the Consent Solicitation Statement and related
documents may be obtained from the information and tabulation
agent, D.F. King & Co., Inc., by calling (800) 283-3192 (toll
free) or (212) 269-5550 (collect) or by email at
amsg@dfking.com.
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Notes or any other securities. This announcement is also not a
solicitation of consents with respect to the Proposed Amendments or
any securities. The solicitation of consents is only being made
pursuant to the terms of the Consent Solicitation Statement and the
related Letter of Consent. The solicitation of consents is not
being made in any jurisdiction in which, or to or from any person
to or from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or “blue sky” laws.
About AMSURG
AMSURG’s Ambulatory Services Division acquires, develops and
operates ambulatory surgery centers in partnership with physicians
throughout the U.S. AMSURG’s Physician Services Division, Sheridan,
provides outsourced physician services in multiple specialties to
hospitals, ASCs and other healthcare facilities throughout the
U.S., primarily in the areas of anesthesiology, children’s
services, emergency medicine and radiology. Through these
businesses as of June 30, 2016, AMSURG owned and operated 258 ASCs
and one surgical hospital in 34 states and the District of Columbia
and provided physician services to more than 530 healthcare
facilities in 32 states. AMSURG has partnerships with, or employs,
over 6,000 physicians and other healthcare professionals in 40
states and the District of Columbia.
No Offer or Solicitation / Additional Information and Where
to Find It
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval with
respect to the proposed business combination between AMSURG and
Envision or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. The proposed business
combination between AMSURG and Envision will be submitted to their
respective shareholders for consideration. AMSURG has caused New
Amethyst to file with the Securities and Exchange Commission (the
“SEC”) a Registration Statement on Form S-4 that constitutes a
prospectus of New Amethyst and a joint proxy statement of AMSURG
and Envision. After the Registration Statement is declared
effective, AMSURG and Envision will deliver the joint proxy
statement/prospectus to their respective shareholders as required
by applicable law. This communication is not a substitute for any
prospectus, proxy statement or any other document that may be filed
with the SEC in connection with the proposed business combination.
Investors and shareholders are urged to read carefully and in their
entirety the joint proxy statement/prospectus and any other
relevant documents that will be filed with the SEC when they become
available because they will contain important information about the
proposed business combination and related matters. Investors and
shareholders will be able to obtain free copies of the joint proxy
statement/prospectus and other documents containing important
information about AMSURG, Envision and New Amethyst, once such
documents are filed with the SEC, through the website maintained by
the SEC at www.sec.gov. AMSURG and Envision make available free of
charge at www.amsurg.com and www.evhc.net, respectively (in the
“Investors” section), copies of materials they file with, or
furnish to, the SEC.
Participants in the Merger Solicitation
AMSURG, Envision and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the shareholders of AMSURG and Envision in connection with the
proposed business combination. Information about the directors and
executive officers of AMSURG is set forth in its proxy statement
for its 2016 annual meeting of shareholders filed with the SEC on
April 22, 2016 and its Annual Report on Form 10-K for the year
ended December 31, 2015 filed with the SEC on February 25, 2016.
Information about the directors and executive officers of Envision
is set forth in its proxy statement for its 2016 annual meeting of
shareholders filed with the SEC on March 23, 2016. These documents
can be obtained free of charge from the sources indicated above. A
more complete description is contained in the Registration
Statement and the joint proxy statement/prospectus filed with the
SEC.
Forward-Looking Statements
Certain statements and information in this press release may be
deemed to be “forward-looking statements” within the meaning of the
Federal Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to AMSURG’s and Envision’s objectives, plans
and strategies, and all statements (other than statements of
historical facts) that address activities, events or developments
that AMSURG and Envision intend, expect, project, believe or
anticipate will or may occur in the future. These statements are
often characterized by terminology such as “believe,” “hope,”
“may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,”
“estimate,” “project,” “positioned,” “strategy” and similar
expressions, and are based on assumptions and assessments made by
AMSURG’s and Envision’s management in light of their experience and
their perception of historical trends, current conditions, expected
future developments, and other factors they believe to be
appropriate. Any forward-looking statements in this press release
are made as of the date hereof, and AMSURG and Envision undertake
no duty to update or revise any such statements, whether as a
result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future
performance. Whether actual results will conform to expectations
and predictions is subject to known and unknown risks and
uncertainties, including: (i) risks and uncertainties discussed in
the reports that AMSURG and Envision have filed with the SEC; (ii)
general economic, market, or business conditions; (iii) risks
associated with the ability to consummate the business combination
between AMSURG and Envision and the timing of the closing of the
business combination; (iv) the ability to successfully integrate
AMSURG’s and Envision’s operations and employees; (v) the ability
to realize anticipated benefits and synergies of the business
combination; (vi) the potential impact of announcement of the
business combination or consummation of the transaction on
relationships, including with employees, customers and competitors;
and (vii) other circumstances beyond AMSURG’s and Envision’s
control. Refer to the section entitled “Risk Factors” in AMSURG’s
and Envision’s annual and quarterly reports for a discussion of
important factors that could cause actual results, developments and
business decisions to differ materially from forward-looking
statements.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160808005314/en/
AMSURG Corp.Claire M. Gulmi, 615-665-1283Executive Vice
President andChief Financial Officer
Amsurg Corp. (NASDAQ:AMSG)
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