MedAssets’ Stockholders Approve Merger With Pamplona Capital Management
14 Janeiro 2016 - 5:00PM
MedAssets, Inc. (NASDAQ:MDAS) today announced that its stockholders
approved the previously disclosed Agreement and Plan of Merger
(“Merger Agreement”) with Pamplona Capital Management LLP at its
special meeting of stockholders held today.
Based on the tabulation of the stockholder vote, approximately
99.8% of the total votes cast, which represented approximately
89.7% of the total shares outstanding as of the November 24, 2015
record date for the special meeting, were voted in favor of the
approval and adoption of the Merger Agreement and the merger.
MedAssets’ stockholders also approved, on an advisory
(non-binding) basis, the compensation that will or may become
payable to MedAssets’ named executive officers in connection with
the merger.
Under the terms of the Merger Agreement, 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 approval and adoption of the Merger Agreement and the merger
by MedAssets’ stockholders satisfies a condition to the proposed
acquisition. The proposed acquisition is expected to close by the
end of January 2016 and remains subject to certain other customary
closing conditions.
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.
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 satisfy
the other conditions specified in the definitive merger agreement
regarding the proposed acquisition; (3) the risk that the proposed
acquisition 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; (4) 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 (5) 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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