USD 2.2 BN DEAL - ExamWorks Enters Into Definitive Agreement to be Acquired by Leonard Green & Partners, L.P. for $35.05 Per Share in Cash
ExamWorks Enters Into Definitive Agreement to be Acquired by Leonard Green & Partners, L.P. for $35.05 Per Share in Cash
ATLANTA, GA., April 27, 2016 (GLOBE NEWSWIRE) -- ExamWorks Group, Inc. (“ExamWorks” or the “Company”) (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, announced today that it has entered into a definitive agreement to be acquired by an affiliate of Leonard Green & Partners, L.P., for $35.05 per share in cash, representing a total transaction value of approximately $2.2 billion. The offer price represents a 22% premium to the 90 day volume weighted average closing price of ExamWorks shares as of April 26, 2016.
The merger is subject to approval from ExamWorks shareholders and other customary closing conditions. The transaction is currently expected to close in the third quarter of 2016.
ExamWorks’ Board of Directors, on the recommendation of a special committee composed entirely of independent directors (the “Special Committee”), approved the merger agreement and recommend that the Company’s shareholders vote in favor of the transaction. In accordance with the merger agreement’s “go shop” provision, the Company will conduct a market test for 25 business days concluding June 1, 2016.
Richard Perlman, ExamWorks’ Executive Chairman and James Price, Chief Executive Officer, said: “ExamWorks started a little over eight years ago from a concept and with the hard work and commitment of each and every one of our 3,600 employees, has grown to be the industry leader servicing over 6,000 clients on a global basis generating almost $1 billion of annual revenues. We are immensely proud of this accomplishment, which delivers significant value to our shareholders. We also want to thank our clients for their strong support and assure them of our continued commitment to providing unparalleled services.”
John Baumer, Senior Partner of Leonard Green & Partners, L.P., said: “We are excited to partner with ExamWorks’ management team and organization. We fully support the Company’s commitment to its clients and look forward to the next phase of the Company’s growth.”
Peter Graham, Chairman of the Special Committee, said: “The Company received an acquisition proposal from Leonard Green & Partners, L.P., and after extensive negotiations and careful consideration in conjunction with our advisors, the Special Committee of ExamWorks’ board has unanimously concluded that this transaction is in the best interest of our shareholders.”
The Company expects to release its Q1 2016 earnings press release on or before May 10, 2016.
Goldman, Sachs & Co. and Evercore Group L.L.C. are serving as financial advisors to ExamWorks. Paul Hastings LLP is serving as legal advisor to ExamWorks. Latham & Watkins LLP is serving as legal advisor to Leonard Green & Partners, L.P. Fully committed debt financing is being provided by affiliates of BofA Merrill Lynch, Barclays and Deutsche Bank Securities Inc., each of which is also serving as a financial advisor to Leonard Green & Partners, L.P.
About ExamWorks
ExamWorks Group, Inc. (NYSE:EXAM) is a leading provider of independent medical examinations, peer reviews, bill reviews, Medicare compliance, case management, record retrieval, document management and other related services (“IME services”). We provide the majority of these IME services through our medical panel of credentialed physicians and other medical providers. Our clients include property and casualty insurance carriers, law firms, third-party claim administrators and government agencies that use independent services to confirm the veracity of claims by sick or injured individuals and to facilitate the delivery and quality of cost–effective care for workers’ compensation, automotive, personal injury liability and disability insurance coverage. We help our clients manage costs and enhance their risk management and compliance processes by verifying the validity, nature, cause and extent of claims, identifying fraud and providing fast, efficient and quality IME services.
About Leonard Green & Partners, L.P.
Founded in 1989 and based in Los Angeles, Leonard Green & Partners is one of the nation’s preeminent private equity firms. Leonard Green invests in established companies that are leaders in their markets, including Life Time Fitness, The Container Store, Shake Shack, Whole Foods Market, Topshop, J.Crew, Jetro Cash & Carry, Activision, CHG Healthcare, and Petco. For more information, please visit www.leonardgreen.com.