$10.50 Per Share
All-Cash Transaction Represents a Significant Premium
for Tabula Rasa Stockholders
Combination of Two Highly Complementary
Companies to Benefit Patients, Providers and Payers with First of
its Kind Risk Management Platform in Pharmacy Care
Expands the Reach of Tabula Rasa's
MedWise Technology Platform to Multiple Provider and Payer
Markets
MOORESTOWN, N.J., Aug. 7, 2023
/PRNewswire/ -- Tabula Rasa HealthCare, Inc.® ("TRHC," "Tabula
Rasa" or the "Company") (NASDAQ: TRHC), a leading healthcare
company advancing personalized, comprehensive care for value-based
care organizations, today announced it has entered into a
definitive agreement (the "Agreement") to be acquired by Nautic
Partners ("Nautic") for $10.50 in
cash per share and will combine with ExactCare Pharmacy
("ExactCare"), a portfolio company of Nautic. The all-cash
transaction values Tabula Rasa at approximately $570 million, including net debt of approximately
$262 million, on an enterprise value
basis.
Under the terms of the Agreement, Tabula Rasa stockholders will
receive $10.50 in cash for each share
of common stock at the closing of the transaction, representing a
premium of approximately 34% to Tabula Rasa's closing stock price
on August 4, 2023, the last trading
day prior to announcement.
Following the closing of the transaction, John Figueroa, ExactCare's current Executive
Chairman, will assume the role of Chairman and CEO of the combined
company. Tabula Rasa will continue operations in all of its
locations, including Moorestown, New
Jersey, and Brian Adams,
Tabula Rasa's current President and Chief Executive Officer, will
assume the role of President of the combined company. The
combination brings together two preeminent healthcare companies
whose pioneering work integrating comprehensive pharmacy services
into population health has improved outcomes and reduced total cost
of care for people with complex needs allowing them to thrive in
home and community-based settings. Additionally, Tabula Rasa's
technology-enabled solutions that individualize care to reduce
risk, optimize efficacy and improve efficiency will help to make
the combined companies' products and solutions more readily
extendable into larger adjacent markets. This includes
beneficiaries served by the Program of All-Inclusive Care for the
Elderly (PACE), Medicare and Medicaid.
Mr. Adams commented: "Over the past year, Tabula Rasa has
focused on developing and expanding partnerships with risk-bearing
healthcare organizations responsible for serving people with the
most complex care needs. This transaction leverages ExactCare's
extensive experience partnering with providers and payers across
the healthcare continuum and brings us together with a company
whose culture, values and focus on optimizing patient care are
aligned with our mission at Tabula Rasa. We look forward to
bringing our teams and solutions together to expand how we partner
with payers and providers to improve patient care."
Michael Purcell, Independent
Board Chairman of Tabula Rasa, added: "The Board has worked closely
with Brian and the team to position Tabula Rasa for value enhancing
opportunities since its reconstitution in 2022. This
transaction now provides our stockholders with a significant
premium and liquidity – while also accelerating our investments in
solutions that transform patient quality of life and improve the
performance of our payer and provider clients."
Mr. Figueroa said: "Tabula Rasa has deep expertise managing care
for the most vulnerable patients in our healthcare system and
driving meaningful clinical and financial outcomes for the payers
and providers that care for those patients. Combined with
ExactCare's comprehensive long-term pharmacy care services that
have served hundreds of thousands of people across the country, we
will be even better positioned to put patients first to improve
their health and wellness."
Marty Butler, President and Chief
Financial Officer of ExactCare, concluded: "We see broad strategic
alignment between Tabula Rasa and ExactCare. Our organizations
provide unique but complementary solutions to address the
healthcare challenges experienced by at-risk populations through
innovative pharmacy and medication-related services. This
partnership enables us to leverage each organization's strengths to
enhance the value we deliver to our patients and partners."
Transaction Approvals and Timing
The Board of Directors (the "Board") of Tabula Rasa has
unanimously approved the transaction. Additionally, Indaba Capital
Management, L.P. ("Indaba"), the Company's largest stockholder with
an approximately 25% equity stake, has entered into a voting and
support agreement pursuant to which it has agreed to vote its
shares of common stock in favor of the transaction as set forth
therein.
The transaction is expected to close during the fourth quarter
of 2023, subject to the satisfaction of customary closing
conditions, including the receipt of stockholder and regulatory
approvals. Following the closing of the transaction, Tabula Rasa
will become a privately held company wholly owned by an affiliate
of ExactCare and shares of Tabula Rasa common stock will no longer
be listed on the Nasdaq stock exchange.
Advisors
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor to the Company and Cravath, Swaine & Moore LLP acted as
the Company's legal advisor. Morgan, Lewis and Bockius LLP
represented the management team of TRHC for this transaction.
Cantor Fitzgerald & Co. is acting as lead financial advisor
and Centerview Partners is also acting as financial advisor to
ExactCare and Nautic. Kirkland & Ellis LLP is acting as their
legal advisor.
About Tabula Rasa HealthCare
Tabula Rasa HealthCare (TRHC) (NASDAQ: TRHC) enables simplified
and individualized care that improves the health of those we serve.
We offer comprehensive pharmacy services that include personalized,
precision medication management and delivery as well as a suite of
clinical and business management tools that help health plans and
at-risk provider groups optimize utilization and improve patient
health. For more information, visit tabularasahealthcare.com.
About ExactCare
ExactCare, a national medication management and pharmacy care
provider, delivers solutions to help people with complex, chronic
medical needs overcome medication-related and chronic care
challenges. Founded in 2009, the company enables better health for
patients and better clinical, quality and economic outcomes for the
healthcare organizations that care for them—including payers, home
health organizations, primary care practices and other providers.
ExactCare provides comprehensive long-term pharmacy care to
patients in assisted and independent living facilities, through
transitions of care, and in their homes—with a focus on improving
patient adherence to prescribed medications and enabling safer,
more effective medication regimens. ExactCare also provides a
number of value-based solutions, including HEDIS Gap Closure
Assistance and Medication Therapy Management (MTM) Programs. For
more information, visit exactcare.com.
About Nautic Partners
Nautic Partners is a Providence, Rhode
Island-based middle-market private equity firm that focuses
our expertise and market knowledge on three sectors: Healthcare,
Industrials and Services. Nautic has completed 155 platform
transactions throughout our 37-year history. In pursing our
thematic and proactive investment strategy, we seek to partner with
executives and management teams in an effort to accelerate the
growth trajectory of our portfolio companies via acquisitions,
targeted operating initiatives, and increased management team
depth. For more information, please visit www.nautic.com.
Additional Information and Where to Find it
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of TRHC by Locke Buyer, LLC, an
affiliate of Nautic. In connection with the proposed transaction,
TRHC intends to file relevant materials with the SEC, including
TRHC's proxy statement in preliminary and definitive form.
INVESTORS AND STOCKHOLDERS OF TRHC ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING TRHC'S PROXY STATEMENT (IF
AND WHEN AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders are or will be able to obtain the documents (if and when
available) free of charge at the SEC's website at www.sec.gov, or
free of charge within the Investor Relations section of TRHC's
website http://ir.trhc.com or upon request from TRHC's Investor
Relations Department.
Participants in the Solicitation
TRHC and its directors, executive officers and other members of
management and employees, under SEC rules, may be deemed to be
"participants" in the solicitation of proxies from stockholders of
TRHC in favor of the proposed transaction. Information about TRHC's
directors and executive officers is set forth in TRHC's Proxy
Statement on Schedule 14A for its 2023 Annual Meeting of
Stockholders, which was filed with the SEC on April 28, 2023. To the extent holdings of
TRHC's securities by its directors or executive officers have
changed since the amounts set forth in such 2023 proxy statement,
such changes have been or will be reflected on Initial Statements
of Beneficial Ownership on Form 3 or Statements of Change in
Ownership on Form 4 filed with the SEC. Additional
information concerning the interests of TRHC's participants in the
solicitation, which may, in some cases, be different than those of
TRHC's stockholders generally, will be set forth in TRHC's proxy
statement relating to the proposed transaction when it becomes
available.
Forward-Looking Statements
This communication contains "forward-looking statements" that
involve risks and uncertainties, as well as assumptions that, if
they never materialize or prove incorrect, could cause our results
to differ materially from those expressed or implied by such
forward-looking statements. The statements contained in this
communication that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended ("Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act").
Forward-looking statements are often identified by the use of words
such as, but not limited to, "anticipate," "believe," "can,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "will," "plan," "project," "seek," "should," "target,"
"would," and similar expressions or variations intended to identify
forward-looking statements.
These statements are based on the beliefs and assumptions of
TRHC's management based on information currently available to
management. Such forward-looking statements are subject to risks,
uncertainties and other important factors that could cause actual
results and the timing of certain events to differ materially from
future results expressed or implied by such forward-looking
statements.
Factors that could cause or contribute to such differences
include but are not limited to the following: (i) the risk that the
proposed transaction may not be completed in a timely manner or at
all; (ii) the failure to receive, on a timely basis or otherwise,
the required approval of the proposed transaction by TRHC's
stockholders; (iii) the possibility that any or all of the various
conditions to the consummation of the proposed transaction may not
be satisfied or waived, including the failure to receive any
required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on
such approvals); (iv) the possibility that competing offers or
acquisition proposals for TRHC will be made; (v) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the definitive transaction agreement relating to the
proposed transaction, including in circumstances which would
require TRHC to pay a termination fee; (vi) the effect of the
announcement or pendency of the proposed transaction on TRHC
ability to attract, motivate or retain key executives and
employees, its ability to maintain relationships with its
customers, vendors, service providers and others with whom it does
business, or its operating results and business generally;
(vii) risks related to the proposed transaction diverting
management's attention from TRHC's ongoing business operations;
(viii) the risk of stockholder litigation in connection with the
proposed transaction, including resulting expense or delay; and
(ix) (A) any other risks discussed in Part I, Item 1A, "Risk
Factors" in the TRHC's most recent Annual Report on Form 10-K for
the fiscal year ended December 31, 2022 and (B) other risk
factors identified from time to time in other filings with the SEC.
Filings with the SEC are available on the SEC's website at
http://www.sec.gov.
Actual results could differ materially from those anticipated in
the forward-looking statements. TRHC disclaims any obligation to
update publicly any forward-looking statements, whether in response
to new information, future events or otherwise, except as required
by applicable law.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made in the United States
absent registration under the Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements.
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SOURCE Tabula Rasa HealthCare, Inc.