Unanimously Recommended by Special Committee of
the Agiliti Board of Directors
Agiliti Shareholders to Receive $10.00 per
Share in Cash, Representing Premia of 39% and 43% Over Agiliti’s
30-Day and 90-Day Volume Weighted Average Price
Agiliti Inc. (NYSE: AGTI) (“Agiliti”), a nationwide provider of
medical technology management and service solutions to the
healthcare industry, today announced that it has entered into a
definitive merger agreement pursuant to which an affiliate of
private equity firm Thomas H. Lee Partners, L.P. (“THL”), the
company’s majority shareholder, will acquire all outstanding shares
of Agiliti common stock not currently owned by THL and its
affiliates and certain management shareholders for $10.00 per share
in cash, implying an enterprise value of approximately $2.5
billion.
The purchase price represents premia of approximately 39% and
43% over Agiliti’s 30-day and 90-day volume weighted average price
per share, respectively, as of February 23, 2024, the last trading
day prior to public disclosure of the transaction.
A special committee (the “Special Committee”) of the Agiliti
Board of Directors, comprised solely of non-management directors
not affiliated or associated with THL and advised by its own
independent legal and financial advisors, determined that the
proposed transaction is in the best interest of Agiliti and its
shareholders (other than THL and its affiliates). Acting upon the
unanimous recommendation of the Special Committee, the Agiliti
Board of Directors approved the transaction.
“Agiliti serves a critical role in sustaining our national
healthcare infrastructure, and our dedicated team has led the way
to our substantial growth and evolution over the last decade,” said
Tom Leonard, CEO of Agiliti. “We are pleased to expand our
five-year partnership with THL in a transaction that provides
immediate value and liquidity to our shareholders, while lifting
certain overhangs that had limited our performance in the public
market since the time of our IPO.”
The transaction is expected to close in the first half of 2024,
subject to customary closing conditions. The transaction has been
approved by THL Agiliti LLC in its capacity as the majority
shareholder of Agiliti and no other shareholder approval is
required. Upon completion of the transaction, Agiliti will become a
private company and will no longer be publicly listed or traded on
the New York Stock Exchange.
Centerview Partners LLC is acting as exclusive financial advisor
to the Special Committee. Weil, Gotshal & Manges LLP is acting
as legal counsel to the Special Committee. Goldman Sachs & Co.
LLC is acting as exclusive financial advisor to THL. Ropes &
Gray LLP is acting as legal counsel to THL.
Quarterly and Full Year Results Announcement
Agiliti noted that, with the proposed transaction, it will not
host a conference call to discuss financial results for the fourth
quarter and full year 2023. The Company expects to file its Annual
Report on Form 10-K detailing results for the quarter and year
ended December 31, 2023, on or before March 15, 2024.
About Agiliti
Agiliti is an essential service provider to the U.S. healthcare
industry with solutions that help support a more efficient, safe
and sustainable healthcare delivery system. Agiliti serves more
than 10,000 national, regional and local acute care and alternate
site providers across the U.S. For more than eight decades, Agiliti
has delivered medical equipment management and service solutions
that help healthcare providers reduce costs, increase operating
efficiencies and support optimal patient outcomes.
About THL Partners
THL is a premier private equity firm investing in middle-market
growth companies exclusively within three sectors: Healthcare,
Financial Technology & Services, and Technology & Business
Solutions. THL couples deep sector expertise through an Identified
Sector Opportunity (“ISO”) process with dedicated internal
operating resources from its Strategic Resource Group (“SRG”) to
transform and build great companies of lasting value in partnership
with management. The Firm’s domain expertise and resources help to
build great companies with an aim to accelerate growth, improve
operations and drive long-term sustainable value. Since 1974, THL
has raised more than $35 billion of equity capital, invested in
over 170 companies and completed more than 600 add-on
acquisitions.
Forward-Looking Statements
This communication contains forward-looking statements,
including statements regarding the timing and the effects of the
proposed acquisition of Agiliti by an affiliate of THL. In
addition, other statements in this communication that are not
historical facts or information may be forward-looking statements.
The forward-looking statements in this communication are based on
information available at the time the statements are made and/or
management’s belief as of that time with respect to future events
and involve risks and uncertainties that could cause actual results
and outcomes to be materially different. Important factors that
could cause such differences include, but are not limited to: risks
associated with transactions generally, such as the inability to
obtain, or delays in obtaining, any required regulatory approvals
or other consents; the failure to consummate or delay in
consummating the merger for other reasons; the risk that a
condition to closing of the merger may not be satisfied; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; the outcome
of any legal proceedings that may be instituted following
announcement of the merger; failure to retain key management and
employees of Agiliti; unfavorable reaction to the merger by
customers, competitors, suppliers and employees; market volatility
of our common stock as a result of our leadership succession; the
risk that the leadership succession may not provide the results
that Agiliti expects; our history of net losses and substantial
interest expense; our need for substantial cash to operate and
expand our business as planned; our substantial outstanding debt
and debt service obligations; restrictions imposed by the terms of
our debt; a decrease in the number of patients our customers are
serving; our ability to effect change in the manner in which health
care providers traditionally procure medical equipment; the absence
of long-term commitments with customers; our potential inability to
maintain the agreement with the U.S. Department of Health and Human
Services’ (“HHS”) and Office of Assistant Secretary of Preparedness
and Response (“ASPR”) or comply with its terms and risks relating
to extension, renewal or termination of such agreement or any of
our existing contacts with HHS and ASPR; our ability to renew
contracts with group purchasing organizations and integrated
delivery networks; changes in reimbursement rates and policies by
third-party payors; the impact of health care reform initiatives;
the impact of significant regulation of the health care industry
and the need to comply with those regulations; the effect of
prolonged negative changes in domestic and global economic
conditions; difficulties or delays in our continued expansion into
certain of our businesses/geographic markets and developments of
new businesses/geographic markets; additional credit risks in
increasing business with home care providers and nursing homes,
impacts of equipment product recalls or obsolescence; increases in
vendor costs that cannot be passed through to our customers; and
those additional risks discussed under the heading “Risk Factors”
in our most recent Annual Report on Form 10-K, most recent
Quarterly Reports on Form 10-Q and in other reports and filings
with the Securities Exchange Commission.
While Agiliti may elect to update forward-looking statements at
some point in the future, Agiliti specifically disclaims any
obligation to do so except as required by law, and therefore, you
should not rely on these forward-looking statements as Agiliti’s
views as of any date subsequent to today. Investors are cautioned
not to place undue reliance on these forward-looking
statements.
No Offer or Solicitation
This communication is neither an offer to sell, nor a
solicitation of an offer to buy any securities, the solicitation of
any vote or approval in any jurisdiction pursuant to or in
connection with the proposed transaction 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, and otherwise in accordance with applicable law.
Additional Information and Where to Find It.
Agiliti will prepare and file an information statement on
Schedule 14C for its shareholders with respect to the approval of
the transaction described herein. When completed, the information
statement will be mailed to Agiliti’s shareholders. In addition,
Agiliti and certain participants in the transaction will prepare
and file with the SEC a Schedule 13E-3 Transaction Statement, which
will contain important information on Agiliti, THL, the transaction
and related matters, including the terms and conditions of the
transaction. You may obtain copies of all documents filed by
Agiliti with the SEC regarding this transaction, free of charge, at
the SEC’s website, www.sec.gov or from Agiliti’s website at
https://investors.agilitihealth.com.
Stockholders of Agiliti are urged to read all relevant documents
filed with the SEC, including the Schedule 14C and the Schedule
13E-3 Transaction Statement, as well as any amendments or
supplements to these documents, carefully when they become
available because they will contain important information about the
transaction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240226245396/en/
Kate Kaiser Corporate Communication and Investor Relations
kate.kaiser@agilitihealth.com
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