ExamWorks Announces End of Go Shop Period
02 Junho 2016 - 9:30AM
ExamWorks Group, Inc. (NYSE:EXAM), a leading provider of
independent medical examinations, peer reviews, bill reviews,
Medicare compliance services, case management services, record
retrieval services, document management services and other related
services (“IME services”) today announced the expiration of the “go
shop” period pursuant to the terms of the previously announced
definitive merger agreement under which ExamWorks has agreed to be
acquired by an affiliate of Leonard Green & Partners, L.P.
Under the definitive merger agreement, ExamWorks and its
representatives were permitted to solicit and engage in
negotiations with respect to alternative acquisition proposals
until 11:59 p.m. (Eastern Time) on June 1, 2016 (the “go-shop”
period).
During the “go shop” period, the Company was permitted, on the
terms and subject to the conditions of the merger agreement, to
initiate, solicit and encourage inquiries from and engage in
discussions with third parties relating to alternative acquisition
proposals for a period of 25 business days continuing through June
1, 2016. ExamWorks’ representatives engaged in an active and
extensive solicitation of 26 potential strategic bidders and 20
potential financial bidders, for a total of 46 potentially
interested parties in connection with the “go shop” period, which
resulted in one party negotiating and entering into a
confidentiality agreement with the Company. Despite its
solicitation efforts, all of the parties contacted during the
“go-shop” period notified ExamWorks that they were not interested
in pursuing an alternative transaction under the merger agreement
and the Company did not receive any alternative acquisition
proposals during the 25 business day “go shop” period.
Starting at 12:00 a.m. (Eastern Time) on June 2, 2016, ExamWorks
became subject to customary “no shop” provisions that limit its
ability to solicit alternative acquisition proposals from third
parties or to provide confidential information to third parties,
subject to customary “fiduciary out” provisions.
The parties to the merger agreement currently expect to complete
the merger in the third quarter of 2016 following the satisfaction
of customary closing conditions, including approval of the merger
by the holders of a majority of the outstanding shares of ExamWorks
common stock and regulatory approvals including expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
Important Additional Information
In connection with the proposed merger, ExamWorks has filed
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a preliminary proxy statement on Schedule 14A,
and plans to file other relevant materials, with the SEC, including
a definitive proxy statement on Schedule 14A. ExamWorks plans to
distribute the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
proposed merger. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE
MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT
EXAMWORKS HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. The proxy statement and other relevant
materials (when available), and any and all documents filed by
ExamWorks with the SEC, may also be obtained for free at the SEC’s
website at www.sec.gov. In addition, stockholders may obtain free
copies of the documents filed with the SEC by ExamWorks via
ExamWorks Investor Relations section of its website at
www.examworks.com or by contacting Investor Relations by
directing a request to ExamWorks, Attention: Investor Relations,
3280 Peachtree Road, Suite 2625, Atlanta, Georgia, 30305, or by
calling 404-952-2400.
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities. ExamWorks, its directors, executive officers and
certain employees may be deemed to be participants in the
solicitation of proxies from the stockholders of ExamWorks in
connection with the proposed merger. Information about the persons
who may, under the rules of the SEC, be considered to be
participants in the solicitation of ExamWorks stockholders in
connection with the proposed merger, and any interest they have in
the proposed merger, will be set forth in the definitive proxy
statement when it is filed with the SEC. Additional information
regarding these individuals is set forth in ExamWorks proxy
statement for its 2015 Annual Meeting of Stockholders, which was
filed with the SEC on March 25, 2015, and its Annual Report on Form
10-K for the fiscal year ended December 31, 2015, which was filed
with the SEC on February 26, 2016 and amended by the Amendment
to Annual Report on From 10-K/A, which was filed with the SEC on
April 29, 2016. These documents (when available) may be obtained
for free at the SEC’s website at www.sec.gov, and via ExamWorks
Investor Relations section of its website at
www.examworks.com
Forward-Looking Statements
This document may include “forward-looking” statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, statements relating to the
completion of the merger. Forward-looking statements can usually be
identified by the use of terminology such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “evolve,” “expect,”
“forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,”
“possible,” “potential,” “project,” “should,” “will” and similar
words or expression. These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including: (1)
ExamWorks may be unable to obtain stockholder approval as required
for the merger; (2) conditions to the closing of the merger,
including the obtaining of required regulatory approvals, may not
be satisfied; (3) the merger may involve unexpected costs,
liabilities or delays; (4) the business of ExamWorks may suffer as
a result of uncertainty surrounding the merger; (5) the outcome of
any legal proceedings related to the merger; (6) ExamWorks may be
adversely affected by other economic, business, and/or competitive
factors; (7) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (8) the ability to recognize benefits of the merger; (9)
risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; (10) other risks to consummation of the merger, including
the risk that the merger will not be consummated within the
expected time period or at all; (11) the risks described from time
to time in ExamWorks reports filed with the SEC under the heading
“Risk Factors,” including the Annual Report on Form 10-K for the
fiscal year ended December 31, 2015, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K and in other of ExamWorks filings
with the SEC; and (12) general industry and economic conditions.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on
which such statements were made. Except as required by applicable
law, ExamWorks undertakes no obligation to update forward-looking
statements to reflect events or circumstances arising after such
date.
CONTACT:
ExamWorks Group, Inc.
J. Miguel Fernandez de Castro
404-952-2400
Senior Executive Vice President and Chief Financial Officer
investorrelations@examworks.com
Examworks Grp., Inc. (NYSE:EXAM)
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