KNOXVILLE, Tenn., Nov. 2, 2015 /PRNewswire/ -- Team Health
Holdings, Inc. ("TeamHealth" or the "Company") (NYSE: TMH), a
leading physician services organization, today confirmed that
it received a revised, unsolicited proposal from AmSurg Corp.
("AmSurg") (Nasdaq: AMSG) to combine in a stock-and-cash merger at
a fixed exchange ratio of 0.768 AmSurg shares per TeamHealth share
(the "Revised Proposal"). Under the Revised Proposal,
TeamHealth stockholders would also receive cash consideration of
$15.49 per share.
TeamHealth confirmed that the Revised Proposal is the same
proposal first communicated by AmSurg to TeamHealth on October 24, 2015 and, as reported by AmSurg,
rejected by TeamHealth. The TeamHealth Board of Directors has
thoroughly evaluated the Revised Proposal in consultation with
TeamHealth's financial and legal advisors, considering all relevant
factors, including AmSurg's revised cash component. After
careful deliberation, the TeamHealth Board of Directors concluded
that the Revised Proposal was not in the best interest of
TeamHealth and its stockholders and TeamHealth orally communicated
this determination to AmSurg on October
30th. This conclusion was based on the fact that
the Revised Proposal undervalues TeamHealth and does not provide
certainty for TeamHealth's stockholders, as well as the TeamHealth
Board's continuing confidence in TeamHealth's current strategic
plan, the benefits associated with TeamHealth's acquisition of IPC
Healthcare, and TeamHealth's leadership position in the physician
services industry. The Company noted that it remains committed to
closing the IPC Healthcare transaction in the fourth quarter of
2015.
Citi and Goldman, Sachs & Co. are serving as financial
advisors to TeamHealth, and Simpson Thacher & Bartlett LLP is
serving as TeamHealth's legal counsel.
About TeamHealth
At TeamHealth (NYSE: TMH), our purpose is to perfect our
physicians' ability to practice medicine, every day, in everything
we do. Through our more than 14,000 affiliated physicians and
advanced practice clinicians, TeamHealth offers outsourced
emergency medicine, hospital medicine, anesthesia, urgent care,
orthopaedic hospitalist, acute care surgery, obstetrics and
gynecology hospitalist and medical call center solutions to
approximately 1,000 civilian and military hospitals, clinics and
physician groups nationwide. Our philosophy is as simple as our
goal is singular: we believe better experiences for physicians lead
to better outcomes—for patients, hospital partners and physicians
alike. Join our team; we value and empower clinicians. Partner with
us; we deliver on our promises. Learn more at
http://www.teamhealth.com.
The term "TeamHealth" as used throughout this release includes
Team Health Holdings, Inc., its subsidiaries,
affiliates, affiliated medical groups and "providers,"
all of which are part of the TeamHealth organization.
"Providers" are physicians, advanced practice clinicians and
other healthcare providers who are employed by or contract with
subsidiaries or affiliated entities of Team Health Holdings,
Inc. All such providers exercise independent clinical judgment
when providing patient care. Team Health Holdings, Inc. does not
have any employees, does not contract with providers and does not
practice medicine.
Forward Looking Statement
Statements and information contained herein that are not
historical facts and that reflect the current view of Team Health
Holdings, Inc. (the "Company") about future events and
financial performance are hereby identified as "forward looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Some of these statements can be
identified by terms and phrases such as "anticipate," "believe,"
"intend," "estimate," "expect," "continue," "could," "should,"
"may," "plan," "project," "predict" and similar expressions.
The Company cautions that such "forward looking statements,"
including without limitation, those relating to the pending IPC
Healthcare acquisition, the Company's future business prospects,
revenue, working capital, professional liability expense,
liquidity, capital needs, interest costs and income, wherever they
occur in this or in other statements attributable to the Company,
are necessarily estimates reflecting the judgment of the Company's
senior management and involve a number of risks and uncertainties
that could cause actual results to differ materially from those
suggested by the "forward looking statements." Factors that
could cause our actual results to differ materially from those
expressed or implied in such forward-looking statements include but
are not limited to the occurrence of any event that could give rise
to a termination of the IPC Healthcare merger agreement, the risks
that the proposed IPC Healthcare acquisition disrupts current plans
and operations, current or future government regulation of the
healthcare industry, exposure to professional liability lawsuits
and governmental agency investigations, the adequacy of insurance
coverage and insurance reserves, as well as those factors detailed
from time to time in the Company's filings with the Securities and
Exchange Commission. The Company disclaims any intent or obligation
to update "forward looking statements" herein to reflect changed
assumptions, the occurrence of unanticipated events, or changes to
future operating results over time.
INVESTOR CONTACT FOR TEAMHEALTH:
David Jones
Executive Vice President &
Chief Financial Officer
865-293-5299
MEDIA CONTACT FOR TEAMHEALTH:
Patricia Ball
Senior Vice President, Strategic Resources Group
800-818-1498
James Golden or Joe
Berg
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE TeamHealth