MDaudit, an award-winning cloud-based continuous risk monitoring
platform that enables the nation’s premier healthcare organizations
to minimize billing risks and maximize revenues, and Streamline
Health Solutions, Inc. (“Streamline” or the “Company”, NASDAQ:
STRM), a leading provider of solutions that enable healthcare
providers to improve financial performance, announced today that
they have entered into a definitive merger agreement pursuant to
which MDaudit will acquire Streamline in an all cash transaction
valued at approximately $37.4 million, including debt.
Pursuant to the terms of the merger agreement,
MDaudit will acquire all outstanding shares of Streamline stock for
$5.34 per share in cash, which represents a premium of 138% to
Streamline’s closing price on May 28, 2025, the last trading day
prior to this announcement, and a premium of 117% to Streamline’s
30-day volume-weighted average stock price as of May 28, 2025.
This combination brings together two
organizations that share a common vision: enabling healthcare
organizations to expand patient care and access by improving
financial stability. By joining Streamline’s pre-bill integrity
solutions with MDaudit’s robust billing compliance and revenue
integrity platform, the parties believe that the combined
organization will be uniquely positioned to unify disparate data
silos, broaden executive insights, and drive coordinated actions
across the revenue cycle continuum to accelerate revenue outcomes
and mitigate risk.
“At a time when health systems are facing
mounting financial and operational pressures, we believe the future
belongs to those who can connect the dots across the revenue cycle
continuum with data- and AI-driven solutions,” said Ritesh
Ramesh, CEO of MDaudit. “Streamline’s eValuator and RevID
solutions complement MDaudit’s current strengths in billing
compliance and revenue integrity capabilities by enabling pre-bill
visibility in real-time to unlock revenue opportunities. These
solutions reflect our shared belief that human-driven revenue
cycles deserve proactive, systemwide intelligence with closed
feedback loops that are actionable”.
“MDaudit and Streamline have always believed
that the most sophisticated technology won’t drive successful
outcomes without an unwavering focus on customer satisfaction,”
said Ben Stilwill, CEO of Streamline Health. “Our
teams have built trust by being true partners to our customers.
Together, we’re building a broader platform that reflects the
reality of today’s revenue cycle: distributed teams, disconnected
data, and immense responsibility. Together, we’re delivering
foresight and action; not just reports or alerts.”
Transaction Summary
At the effective time of the merger, a
wholly-owned subsidiary of MDaudit will merge with and into
Streamline, with Streamline surviving the merger as a wholly-owned
subsidiary of MDaudit. The closing of the transaction is subject to
certain customary closing conditions, including approval of the
merger agreement by the Streamline stockholders. The transaction is
not subject to a financing condition, and MDaudit intends to
finance the transaction using a combination of cash on hand and
available funds from existing credit facilities.
The merger is expected to close during the third
quarter of 2025.
Following the closing of the merger,
Streamline’s common stock will no longer be listed on the Nasdaq
Stock Market, and Streamline will become a private company.
Voting Agreements
MDaudit has entered into voting agreements with
certain officers and directors of Streamline and their respective
affiliates, who collectively own approximately 22% of Streamline’s
outstanding common stock. Under these agreements, the officers and
directors of Streamline and their respective affiliates have agreed
to vote all shares of Streamline common stock owned by them in
favor of the adoption of the merger agreement, subject to the terms
and conditions contained therein.
Advisors
Cain Brothers, a division of KeyBanc Capital
Markets, acted as exclusive financial advisor to Streamline and
rendered a fairness opinion to its Board of Directors, and Troutman
Pepper Locke LLP served as legal counsel to Streamline.
Goodwin Procter, LLP served as legal counsel to
MDaudit.
About MDaudit
MDaudit is a leading healthcare technology
provider that partners with the nation’s premier healthcare systems
to reduce compliance risk, improve efficiency, retain revenue, and
enhance communication between cross-functional teams. Bringing
solutions to an industry in transformation, MDaudit enables
organizations to minimize billing risks and maximize revenue with
an AI-powered, integrated, cloud-based platform that leverages the
power of collaboration between people and sophisticated technology
to keep humans at the forefront of decision-making while driving
sustainable change. To learn more, visit www.mdaudit.com/.
About Streamline Health
Streamline Health Solutions, Inc. (Nasdaq: STRM) enables
healthcare organizations to proactively address revenue leakage and
improve financial performance. We deliver integrated solutions,
technology-enabled services and analytics that drive compliant
revenue leading to improved financial performance across the
enterprise. For more information, visit
www.streamlinehealth.net
Forward-looking Statements
This press release, and any related oral
statements, may contain forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements
include, without limitation, projections, predictions,
expectations, or beliefs about future events or results and all
other statements that are not statements of historical fact. Such
statements may include statements regarding the closing of the
proposed merger and the expected timing thereof, the expected value
provided to stockholders as a result of the proposed merger, the
management of the Company upon closing of the proposed merger, and
the Company’s operating and strategic plans upon closing of the
proposed merger. Such forward-looking statements are based on
various assumptions as of the time they are made, all of which are
subject to change, and are inherently subject to known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Forward-looking
statements are often accompanied by words that convey projected
future events or outcomes such as “expect,” “believe,” “estimate,”
“plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,”
“opportunity,” “potential,” “aim,” “could,” “would,” “seek,”
“might,” “considered,” “continue,” “target” or words of similar
meaning or the negatives of these words or other statements
concerning opinions or judgments of the Company or its management
about future events or outcomes or that otherwise convey
uncertainty about future events or outcomes. By their nature,
forward-looking statements address matters that involve risks and
uncertainties because they relate to events and depend upon future
circumstances that may or may not occur, such as the closing of the
merger and the anticipated benefits thereof. There can be no
assurance that actual results, performance, or achievements of the
Company will not differ materially from any projected future
results, performance or achievements expressed or implied by such
forward-looking statements or any related oral statements. Actual
future results, performance or achievements may differ materially
from historical results or those anticipated depending on a variety
of factors, some of which are beyond the control of the Company,
including, but not limited to, (i) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (ii) the inability to close
the proposed merger due to the failure to obtain stockholder
approval for the proposed merger or the failure to satisfy other
conditions to closing of the proposed merger; (iii) risks related
to disruption of management’s attention from the Company’s ongoing
business operations due to the proposed merger; (iv) unexpected
costs, charges or expenses resulting from the proposed merger; (v)
the Company’s ability to retain and hire key personnel; (vi)
certain restrictions during the pendency of the proposed merger
that may impact the company’s ability to pursue certain business
opportunities or strategic transactions; (vii) the ability of the
buyer to obtain necessary financing arrangements, if any; (viii)
potential litigation relating to the proposed merger that could be
instituted against the parties to the merger agreement or their
respective directors, managers or officers, including the effects
of any outcomes related thereto; (ix) the effect of the
announcement of the proposed merger on the Company’s relationships
with its customers, operating results and business generally; (x)
continued availability of capital and financing and rating agency
actions; (xi) legislative, regulatory and economic developments
affecting the Company’s business; (xii) general economic and market
developments and conditions; (xiii) unpredictability and severity
of catastrophic events, including but not limited to acts of
terrorism, pandemics, outbreaks of war or hostilities, as well as
the Company’s response to any of the aforementioned factors; (xiv)
significant transaction costs associated with the merger; (xv) the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
and (xvi) the risk that the proposed merger will not be consummated
in a timely manner, if at all. Additional risk factors that could
cause actual results to differ materially from expectations
include, but are not limited to, the risks identified by the
Company in the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of the Company’s Form 10-K for the fiscal year ended January 31,
2025, and comparable sections of the Company’s Quarterly Reports on
Form 10-Q and other filings, which have been filed with the SEC and
are available on the SEC’s website at www.sec.gov. While the list
of factors presented here and in such filings with the SEC is
considered representative, no such list should be considered a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. All of the
forward-looking statements made in this press release are expressly
qualified by the cautionary statements contained or referred to
herein. The actual results or developments anticipated may not be
realized or, even if substantially realized, they may not have the
expected consequences to or effects on the Company or its business
or operations. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material impact on the
Company’s financial condition, results of operations, credit rating
or liquidity. Readers are cautioned not to rely on the
forward-looking statements contained in this press release.
Forward-looking statements and any related oral statements speak
only as of the date they are made, and the Company does not
undertake any obligation to update, revise or clarify these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
Additional Information and Where to Find It
This press release is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
In connection with the proposed merger, the Company intends to file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a proxy statement on Schedule 14A, the definitive
version of which will be sent or provided to the Company’s
stockholders. This communication is not a substitute for the proxy
statement or any other document that the Company may file with the
SEC or send to its stockholders in connection with the proposed
merger. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE PROXY
STATEMENT AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC
IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE BUSINESS TO
BE CONDUCTED AT THE SPECIAL MEETING. All such documents, when
filed, may be obtained free of charge at the SEC’s website
(http://www.sec.gov). These documents, once available, and the
Company’s other filings with the SEC also will be available free of
charge on the Company’s website at www.streamlinehealth.net.
Participants in the Solicitation
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders with respect to the
proposed merger. Information about the Company’s directors and
executive officers and their ownership of the Company’s common
stock is set forth in the Company’s proxy statement on Schedule 14A
filed with the SEC on August 19, 2024, and the Company’s Annual
Report on Form 10-K for the fiscal year ended January 31, 2025,
filed with the SEC on May 2, 2025. To the extent that such
individual’s holdings of the Company’s common stock have changed
since the amounts printed in the Company’s proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Other information regarding
the identity of the potential participants, and their direct or
indirect interests in the proposed merger, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the proposed
merger. Free copies of these materials may be obtained as described
in the preceding paragraph.
To Learn More
For MDauditBrian MartoranaVice President,
Marketing816.522.4886bmartorana@hayesmanagement.com
For StreamlineJacob GoldbergerVice President,
Finance303.887.9625jacob.goldberger@streamlinehealth.net
Jacob Goldberger
Vice President, Finance
303.887.9625
jacob.goldberger@streamlinehealth.net
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