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.
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:
Executive Vice President &
Chief Financial Officer
MEDIA CONTACT FOR TEAMHEALTH:
Senior Vice President, Strategic Resources Group
James Golden or Joe Berg
Joele Frank, Wilkinson Brimmer Katcher