WASHINGTON and BOSTON, Nov. 15,
2017 /PRNewswire/ -- The Advisory Board Company
(NASDAQ: ABCO) and Optum announced that, at a special meeting of
Advisory Board stockholders held today, stockholders holding a
majority of the outstanding shares of the company's common stock
voted to approve the adoption of the previously disclosed merger
agreement with Optum.
Pursuant to the agreement, Optum will acquire Advisory Board
through a merger and, as previously disclosed, Advisory Board will
sell its education business to affiliates of Vista Equity Partners
prior to the closing of the merger, which is expected to be
completed Friday, November 17,
2017.
The agreement combines The Advisory Board Company's
industry-leading independent research, strategic health care
advisory services, and strong capabilities in analytics with
Optum's complementary products and services for the benefit of
health care stakeholders. At the same time, Optum's exceptional
data analytics resources, operational expertise in delivering
large-scale solutions and services and investment capital will
strengthen The Advisory Board Company's offerings and enable it to
expand more fully into new health care markets while preserving the
autonomy and member-driven nature of its research. By developing
best-practice solutions and a comprehensive health care-focused
advisory business, the combined organization will help its members
and clients respond to changing market dynamics and improve the
health system for everyone.
"For more than 30 years, Advisory Board's strategic insights
have been an important part of the national health care
conversation, and we are thrilled to welcome them to Optum," said
Larry Renfro, CEO of Optum.
"Together, we will be able to offer deeper and more comprehensive
solutions to help all segments of the health care industry thrive
in this evolving market, while preserving the objectivity and
credibility of Advisory Board's industry-leading research."
"Joining Optum enables us to forge a stronger and more
comprehensive platform to serve our members with an even wider set
of insights and solutions and amplifies the value we help create
across all of health care," said Robert
Musslewhite, CEO of Advisory Board, who will continue to
lead its health care research and technology business. "We
look forward to serving as even more transformational partners for
our members as part of Optum."
Subject to the satisfaction of the remaining closing conditions,
Advisory Board, Optum and Vista Equity Partners expect to close the
merger and the previously announced sale of the Company's education
business to affiliates of Vista Equity Partners on November 17, 2017. If the closings occur on
November 17, 2017, the per-share
merger consideration payable to The Advisory Board Company's
stockholders pursuant to the merger will be $53.81, without interest, consisting of (1)
$52.65 in cash, plus (2) an
additional amount in cash equal to $1.16, based on the per-share, after-tax value of
the Company's equity interests in Evolent Health, Inc. (which
additional amount was calculated in accordance with the merger
agreement).
About The Advisory Board Company
The Advisory Board Company is a best practices firm that uses a
combination of research, technology, and consulting to improve the
performance of approximately 5,700 health care organizations and
educational institutions. Headquartered in Washington, D.C., with offices worldwide, The
Advisory Board Company forges and finds the best new ideas and
proven practices from its network of thousands of leaders, then
customizes and hardwires them into every level of member
organizations, creating enduring value.
Advisory Board, the health care business of The Advisory Board
Company, is a best practices firm that uses a combination of
research, technology and consulting to improve the performance of
more than 4,400 health care organizations. For more information,
visit www.advisory.com.
EAB, the education business of The Advisory Board Company, is a
best practices firm that uses a combination of research, technology
and services to improve the performance of more than 1,200
educational institutions. For more information, visit
www.eab.com.
About Optum
Optum is a leading information and
technology-enabled health services business dedicated to helping
make the health system work better for everyone. With more than
133,000 people worldwide, Optum delivers intelligent, integrated
solutions that help to modernize the health system and improve
overall population health. Optum is part of UnitedHealth Group
(NYSE:UNH). For more information, visit www.optum.com.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS
This press release includes "forward-looking statements" as
defined under U.S. federal securities laws about the proposed
transaction. Generally, the words "believe," "expect," "intend,"
"estimate," "anticipate," "plan," "project," "should," "will" and
similar expressions identify forward-looking statements, which
generally are not historical in nature. These statements are based
on current plans, estimates and expectations that are subject to
risks and uncertainties. We caution that actual results could
differ materially from expected results, depending on the outcome
of certain factors, including (1) the failure to satisfy the
conditions to the closing of the transactions; (2) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement or the education purchase
agreement; (3) a material adverse change regarding The Advisory
Board Company or its health care business or its education
business, (4) the failure to complete or receive the anticipated
benefits from the transactions; (5) operating costs, customer loss
and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected; (6)
the retention of certain key employees at The Advisory Board
Company; (7) the parties' ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the
arrangement; (8) risks related to diverting management attention
from ongoing business operations; (9) the outcome of any legal
proceedings that may be instituted against UnitedHealth Group
Incorporated, Optum, The Advisory Board Company, Education Buyer or
Vista Fund VI related to the transactions; (10) changes in economic
conditions, financial markets, interest rates, political conditions
or changes in federal or state laws or regulations; (11) changes in
the market price of Evolent Health, Inc.'s Class A common stock;
and (12) other factors relating to The Advisory Board Company or
UnitedHealth Group Incorporated discussed in "Risk Factors" in
their respective Annual Reports on Form 10-K for the most recently
ended fiscal year, and in their other filings with the SEC, all of
which are available at http://www.sec.gov. The Advisory Board
Company, Optum and UnitedHealth Group Incorporated do not assume
any obligation to update or revise this communication as a result
of new information, future events or otherwise, except as otherwise
required by applicable law. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof.
No assurance can be given that these are all of the factors that
could cause actual results to vary materially from those described
in the forward-looking statements. There can be no assurance that
the merger will be completed, or if it is completed, that it will
close within the anticipated time period or that the expected
benefits of the merger will be realized. Each forward-looking
statement speaks only as of the date of the particular
statement.
Consequently, all of the forward-looking statements we make in
this press release are qualified by the information contained
herein, including, but not limited to, (1) the information
contained under this heading and (2) the information contained
under the headings "Risk Factors" and information in our
consolidated financial statements and notes thereto included in our
Annual Reports on Form 10-K for the year ended December 31, 2016, our Quarterly Reports on Form
10-Q for the quarter ended March 31,
2017, our Quarterly Reports on Form 10-Q for the quarter
ended June 30, 2017 and our Quarterly
Reports on Form 10-Q for the quarter ended September 30, 2017.
Except as required by applicable law, we undertake no obligation
to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise.
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SOURCE The Advisory Board Company