Envision Healthcare and AMSURG Shareholders Approve Merger
November 28 2016 - 4:05PM
Business Wire
Envision Healthcare Holdings, Inc. (NYSE: EVHC, “Envision”) and
AMSURG Corp. (NASDAQ: AMSG, “AMSURG”) announced that the
shareholders of both companies voted to approve the previously
announced merger of the two companies at separate special meetings
held today.
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Holders of over 82 percent of shares of Envision’s common stock
outstanding and entitled to vote, or over 96 percent of votes cast,
voted to approve the merger. Holders of 88 percent of shares of
AMSURG’s common stock outstanding and entitled to vote, or over 99
percent of votes cast, voted to approve the merger. Envision and
AMSURG will each file a Form 8-K later today disclosing the full
voting results.
The combination of Envision and AMSURG brings together two
leading, complementary healthcare companies to form one of the
nation’s largest healthcare provider organizations, well positioned
to help shape the future of healthcare delivery. The companies
expect to complete the merger on December 1, 2016.
No Offer / Additional Information and Where to Find
It
This communication is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities 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 was approved by their respective shareholders on November
28, 2016. On August 4, 2016, AMSURG 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
prospectus of New Amethyst and a joint proxy statement of Envision
and AMSURG. The SEC declared the Form S-4, as subsequently amended,
effective on October 19, 2016. Envision and AMSURG have caused the
definitive joint proxy statement/final prospectus to be mailed to
their respective shareholders, as required by applicable law. This
communication is not a substitute for the definitive joint proxy
statement/final prospectus, 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 definitive joint proxy statement/final prospectus
delivered to shareholders, 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 definitive joint proxy statement/final
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.
Forward-Looking Statements
Certain statements and information in this communication 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 communication
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) the impact
of legislative or regulatory changes, such as changes to the
Patient Protection and Affordable Care Act, as amended by the
Health Care and Education Reconciliation Act of 2010; (iv) changes
in governmental reimbursement programs; (v) decreases in revenue
and profit margin under fee-for-service contracts due to changes in
volume, payor mix and reimbursement rates; (vi) the loss of
existing contracts; (vii) risks associated with the ability to
consummate the business combination between Envision and AMSURG and
the timing of the closing of the business combination; (viii) the
ability to successfully integrate Envision’s and AMSURG’s
operations and employees; (ix) the ability to realize anticipated
benefits and synergies of the business combination; (x) the
potential impact of announcement of the business combination or
consummation of the transaction on relationships, including with
employees, customers and competitors; and (xi) other circumstances
beyond Envision’s and AMSURG’s control. Refer to the section
entitled “Risk Factors” in Envision’s and AMSURG’s recent filings
with the SEC, including their 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/20161128006027/en/
Envision Healthcare Holdings, Inc.Bob Kneeley,
303-495-1245Vice President, Investor RelationsorAMSURG
Corp.Claire M. Gulmi, 615-665-1283Executive Vice President and
Chief Financial Officer
Amsurg Corp. (NASDAQ:AMSG)
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