Symbion, an owner and operator of short stay surgical facilities, has entered into a merger agreement with a newly formed subsidiary of Crestview Partners, LP, a New York-based private equ
Symbion, an owner and operator of short stay surgical facilities, has entered into a merger agreement with a newly formed subsidiary of Crestview Partners, LP, a New York-based private equity firm. Under the terms of the merger agreement, holders of Symbion common stock will receive USD 22.35 per share in cash for their shares.
This price represents a 17.4% premium to the closing price on April 23, 2007. The transaction is valued at approximately USD 637 million, including the assumption of certain debt obligations.
Symbion’s Board of Directors approved the transaction following the unanimous recommendation of a Special Committee of independent directors formed for the purpose of evaluating the potential merger. The transaction is expected to close in the third quarter of 2007, subject to approval by Symbion’s stockholders, requisite regulatory and antitrust approvals and other customary closing conditions. The transaction is not subject to a financing condition.
Commenting on the transaction, Richard E. Francis, Jr., chairman and chief executive officer of Symbion, said, "We believe this transaction is in the best interests of Symbion’s stockholders and will provide the Company with the resources to continue its mission of building a national network of quality surgical facilities. We look forward to working with our new partners to reach the common goal of assisting Symbion in achieving its strategic objectives."
Tom Murphy, managing director of Crestview Partners, said, "The surgery center industry is in a period of unprecedented growth and transition. Surgical facilities provide quality medical care at lower costs, greater convenience and enhanced efficiency. Symbion is an industry leader in the breadth and quality of services it provides to both physicians and patients. Symbion’s management team has extensive experience in the healthcare industry. We are excited to back such a talented and entrepreneurial team. Supported by Crestview’s partnership, we believe Symbion has an exciting future."
The merger agreement allows Symbion until 25 May 2007, to actively solicit other possible bidders and, thereafter, subject to certain conditions, to respond to unsolicited inquiries by other persons interested in acquiring the Company. In accordance with the merger agreement, Symbion’s Board of Directors, through its Special Committee and with the assistance of its independent advisors, intends to solicit superior proposals. Symbion advises that there can be no assurance that the solicitation of superior proposals will result in an alternative transaction. During the 14-day period through and including 7 May 2007, Crestview does not have a contractual right to be advised of or match the terms of any superior proposal.
Should a superior offer be received and accepted, Symbion may, subject to certain conditions (including payment of a termination fee), terminate the merger agreement with the Crestview Partners affiliate. In connection with such termination, the Company must pay a fee of USD 12.5 million to an affiliate of Crestview Partners, unless such termination is in connection with a proposal received prior to the start of the no-shop period, in which case the Company must pay a fee of USD 5.0 million to such Crestview Partners affiliate.
Bear, Stearns & Co. Inc. is acting as financial advisor to the Special Committee, and Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to the Special Committee. Waller Lansden Dortch & Davis, LLP is acting as legal counsel to Symbion. Crestview Partners has been advised by Merrill Lynch & Co. as exclusive financial advisor and Davis Polk & Wardwell as counsel. Merrill Lynch & Co. and Bank of America have committed to provide the debt financing associated with this transaction. Northwestern Mutual Life Insurance Company is a co-investor in the transaction.
