Envision Healthcare Holdings, Inc. (Envision) (NYSE: EVHC) and
AMSURG Corp. (AMSURG) (NASDAQ: AMSG) have announced the composition
of the Board of Directors of the newly formed Envision Healthcare
Corporation following completion of the merger. In addition, both
companies will hold their separate special meetings of shareholders
on Monday, November 28, 2016 to vote on the merger of Envision and
AMSURG.
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The composition of the combined company’s Board of Directors and
date of the special meetings were included in an amended
preliminary joint proxy statement/prospectus that was filed with
the U.S Securities and Exchange Commission on Friday, October 7,
2016, by the registrant “New Amethyst Corp.” New Amethyst Corp.
will be renamed Envision Healthcare Corporation upon completion of
the merger.
Proposed Board of Directors
As previously announced, the combined company’s Board of
Directors will be comprised of seven members from the current board
of directors of each company.
Envision director designees are William A. Sanger, Executive
Chairman; Carol J. Burt; Leonard M. Riggs, M.D.; Richard J.
Schnall; James D. Shelton; Michael L. Smith; and Ronald A.
Williams.
AMSURG director designees are Christopher A. Holden, President
and Chief Executive Officer; James A. Deal; John T. Gawaluck;
Steven I. Geringer; Joey A. Jacobs; Kevin P. Lavender; and Cynthia
S. Miller.
Additional information about each of the director designees is
available on each company’s website, investor.evhc.net and
amsurg.com.
Special Meetings of Envision and AMSURG Shareholders
AMSURG’s special meeting of shareholders will be held at 11 a.m.
Central Time November 28, 2016 at the offices of Bass, Berry &
Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, Tennessee,
37201.
Envision’s special meeting of stockholders will be held at 10
a.m. Mountain Time November 28, 2016, at The Inverness Hotel and
Conference Center, 200 Inverness Drive West, Englewood, Colorado,
80112.
About Envision Healthcare Holdings, Inc.
Envision Healthcare Holdings, Inc., offers an array of
physician-led healthcare-related services to consumers, hospitals,
healthcare systems, health plans and local, state and national
government entities. The organization provides care across a broad
patient continuum via American Medical Response, Inc. (AMR), EmCare
Holdings, Inc. (EmCare) and Evolution Health, LLC (Evolution
Health). AMR provides community-based medical transportation
services, including emergency (‘911’), non-emergency, managed
transportation, air ambulance and disaster response. EmCare’s
integrated facility-based physician services include emergency,
anesthesiology, hospitalist/inpatient care, radiology,
tele-radiology and surgery. Evolution Health’s innovative and
comprehensive care coordination solutions result in improved
patient care delivery across a number of healthcare settings.
Envision Healthcare is headquartered in Greenwood Village,
Colorado. For additional information, visit www.evhc.net.
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 Envision and
AMSURG 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 Envision and AMSURG will be submitted to their
respective shareholders for consideration. AMSURG has caused its
newly formed, wholly owned subsidiary, New Amethyst Corp. (“New
Amethyst”), to file with the Securities and Exchange Commission
(the “SEC”) a Registration Statement on Form S-4 (File No.
333-212885) that constitutes a preliminary prospectus of New
Amethyst and a preliminary joint proxy statement of Envision and
AMSURG and will also constitute a prospectus of New Amethyst. These
materials are not yet final and will be amended. After such time
that the Registration Statement has been declared effective by the
SEC, Envision and AMSURG will deliver the joint proxy
statement/prospectus to their respective shareholders as required
by applicable law. This press release 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 preliminary joint proxy statement/prospectus and any
other relevant documents that are filed with the SEC when they
become available because they contain important information about
the proposed business combination and related matters. Investors
and shareholders may obtain free copies of the preliminary joint
proxy statement/prospectus and other documents containing important
information about Envision, AMSURG and New Amethyst, once such
documents are filed with the SEC, through the website maintained by
the SEC at www.sec.gov. Envision and AMSURG make available
free of charge at www.evhc.net and www.amsurg.com,
respectively (in the “Investors” section), copies of materials they
file with, or furnish to, the SEC.
Participants in The Merger Solicitation
Envision, AMSURG 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 stockholders of Envision and shareholders of AMSURG in
connection with the proposed business combination. Information
about the directors and executive officers of Envision is set forth
in its proxy statement for its 2016 annual meeting of stockholders
filed with the SEC on March 23, 2016. 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. These documents can be obtained free of charge from the
sources indicated above. Other information regarding those persons
who are, under the rules of the SEC, participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are included in the
preliminary joint proxy statement/prospectus, and more complete
information will be available in the definitive joint proxy
statement/final prospectus.
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 Envision’s and AMSURG’s objectives, plans
and strategies, and all statements (other than statements of
historical facts) that address activities, events or developments
that Envision and AMSURG 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
Envision’s and AMSURG’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 Envision and AMSURG 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 Envision and AMSURG have filed with the SEC; (ii)
general economic, market, or business conditions; (iii) risks
associated with the ability to consummate the business combination
between Envision and AMSURG and the timing of the closing of the
business combination; (iv) the ability to successfully integrate
Envision’s and AMSURG’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 Envision’s and AMSURG’s
control. Refer to the section entitled “Risk Factors” in Envision’s
and AMSURG’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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161011005106/en/
EnvisionBob Kneeley, 303-495-1245Vice President, Investor
Relationsbob.kneeley@evhc.netorAMSURG:Claire M. Gulmi,
615-665-1283Executive Vice President and Chief Financial
Officer
Amsurg Corp. (NASDAQ:AMSG)
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