MedAssets and Pamplona Announce Early Termination of HSR Act Waiting Period in Proposed Transaction
09 Dezembro 2015 - 7:04PM
MedAssets, Inc. (NASDAQ:MDAS) and Pamplona Capital Management LLP
today announced that, on December 8, 2015, the U.S. Federal Trade
Commission granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act),
as amended, in connection with Pamplona's proposed acquisition of
MedAssets.
As previously disclosed on November 2, 2015, MedAssets and
Pamplona entered into a definitive agreement pursuant to which
Pamplona would 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 early termination of the HSR Act waiting period satisfies a
condition to the proposed acquisition. The proposed acquisition is
now expected to close by the end of January 2016, and remains
subject to certain other customary closing conditions, including
the approval of the merger agreement by MedAssets'
stockholders.
About MedAssets
MedAssets is a healthcare performance improvement company that
combines strategic market insight with rapid operational execution
to help providers sustainably serve the needs of their communities.
More than 4,500 hospitals and 123,000 non-acute healthcare
providers rely on our solutions to reduce the total cost of care,
enhance operational efficiency, align clinical delivery, and
improve revenue performance across the System of CARE. For more
information, please visit www.medassets.com.
About Pamplona Capital Management
Pamplona Capital Management is a London and New York-based
specialist investment manager established in 2005 that provides an
alternative investment platform across private equity, fund of
hedge funds and single manager hedge fund investments. Pamplona
Capital Management, LLP manages over USD 10 billion in assets
across a number of funds for a variety of clients including public
pension funds, international wealth managers, multinational
corporations, family offices and funds of hedge funds. Pamplona is
currently managing its fourth private equity fund, Pamplona Capital
Partners IV LP, which was raised in 2014. Pamplona invests
long-term capital across the capital structure of its portfolio
companies in both public and private market situations. Please see
Pamplonafunds.com for further information.
Important Additional Information For Investors And
Stockholders
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
the proposed acquisition of MedAssets by Magnitude Parent Holdings,
LLC.
In connection with the proposed acquisition, on December 4, 2015
MedAssets filed a definitive proxy statement and other relevant
documents concerning the proposed transaction with the Securities
and Exchange Commission (the "SEC"). INVESTORS AND STOCKHOLDERS OF
MEDASSETS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
ACQUISITION. MedAssets first mailed the definitive proxy statement
to its stockholders on or about December 7, 2015. Investors and
stockholders will be able to obtain a copy of the proxy statement,
as well as other filings containing information about MedAssets (if
and when available), free of charge at the SEC's Web Site at
http://www.sec.gov. In addition, the proxy statement, the SEC
filings that will be incorporated by reference in the proxy
statement and the other documents filed with the SEC by MedAssets
may be obtained free of charge from MedAssets' Investor Relations
page on its corporate website at http://ir.medassets.com/.
MedAssets and its directors, executive officers, and certain
other members of management and employees may be deemed to be
participants in the solicitation of proxies in favor of the
proposed transaction from the stockholders of MedAssets.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in such solicitation in connection with
the proposed transaction are set forth in the proxy statement that
was filed with the SEC. Information about the directors and
executive officers of MedAssets is set forth in MedAssets' Annual
Report on Form 10-K for the fiscal year ended December 31, 2014,
which was filed with the SEC on March 2, 2015, and the proxy
statement on Schedule 14A for MedAssets' 2015 Annual Meeting of
Stockholders, which was filed with the SEC on April 24, 2015. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding participants in the proxy
solicitation may be obtained by reading the proxy statement
regarding the proposed transaction.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995, and includes the intent, belief or
current expectations of MedAssets and its management team with
respect to MedAssets' future business operations. Any
forward-looking statements are not guarantees of future
performance, involve risks and uncertainties, and actual results
may differ materially from those contemplated by such
forward-looking statements. Important factors currently known to
management that could cause actual results to differ materially
from those contemplated by the forward-looking statements in this
communication include, but are not limited to: failure to realize
improvements in performance, efficiency and profitability; failure
to complete anticipated sales under negotiations; failure to
successfully implement revenue backlog; lack of revenue growth;
customer losses; and adverse developments with respect to the
operation or performance of MedAssets' business units or the market
price of its common stock. Additional factors that could cause
actual results to differ materially from those contemplated within
this communication can also be found in MedAssets' Risk Factor
disclosures in its Form 10-K for the year ended December 31, 2014
filed with the Securities and Exchange Commission and available at
http://ir.medassets.com. MedAssets disclaims any responsibility to
update any forward-looking statements.
The following factors, among others, could cause our actual
results and financial condition to differ materially from those
expressed or implied in the forward-looking statements: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive merger agreement
regarding the proposed acquisition; (2) the inability to complete
the transactions contemplated by the proposed acquisition due to
the failure to obtain the required stockholder approval; (3) the
inability to satisfy the other conditions specified in the
definitive merger agreement regarding the proposed acquisition; (4)
the risk that the proposed transaction disrupts current plans and
operations, increases operating costs and the potential
difficulties in customer loss and employee retention as a result of
the announcement and consummation of such transactions; (5) the
outcome of any legal proceedings that may be instituted following
announcement of the proposed acquisition and transactions
contemplated by the definitive merger agreement regarding the
proposed acquisition; and (6) the possibility that MedAssets may be
adversely affected by other economic, business, and/or competitive
factors.
mdas/F
CONTACT: Robert P. Borchert
678.248.8194
rborchert@medassets.com
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