Symbion, Inc. Agrees to Be Acquired by Crestview Partners Affiliate for $22.35 Per Share in Cash
24 April 2007 - 10:22PM
Business Wire
Symbion, Inc. (NASDAQ:SMBI), an owner and operator of short stay
surgical facilities, announced today that it has entered into a
merger agreement with a newly formed subsidiary of Crestview
Partners, L.P., a New York-based private equity firm. Under the
terms of the merger agreement, holders of Symbion common stock will
receive $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 $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 May 25, 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 May�7, 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 $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 $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.
The Company also announced that, given the pending transaction, it
would not be hosting a conference call for its first quarter
earnings release on Thursday, April 26, 2007, as had been
previously announced. However, the Company still intends to issue a
press release on the results of its first quarter on Wednesday,
April 25, 2007, after the market closes. Additional Information and
Where to Find It In connection with the proposed merger, Symbion
will prepare a proxy statement for the stockholders of the Company
to be filed with the SEC. Before making any voting decision, the
Company�s stockholders are urged to read the proxy statement
regarding the merger carefully in its entirety when it becomes
available because it will contain important information about the
proposed transaction. The Company�s stockholders and other
interested parties will be able to obtain, without charge, a copy
of the proxy statement (when available) and other relevant
documents filed with the SEC from the SEC�s website at
http://www.sec.gov. The Company�s stockholders and other interested
parties will also be able to obtain, without charge, a copy of the
proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Symbion, Inc., 40
Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215,
Attention: R. Dale Kennedy, telephone: (615) 234-5900, or from the
Company�s website, www.symbion.com. Participants in the
Solicitation Symbion and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
its stockholders in connection with the merger. A description of
the interests of Symbion�s directors and executive officers in
Symbion is set forth in the proxy statement for Symbion�s 2007
annual meeting of stockholders, which was filed with the SEC on
April 3, 2007. Any benefits to be received by Symbion�s directors
and executive officers in connection with the merger will be
described in the definitive proxy statement/prospectus. Investors
and stockholders can obtain additional information regarding the
direct and indirect interests of Symbion directors and executive
officers in the merger by reading the definitive proxy statement
when it becomes available. About Symbion, Inc. Symbion, Inc.,
headquartered in Nashville, Tennessee, owns and operates a network
of 59 short stay surgical facilities in 23 states. The Company�s
facilities provide non-emergency surgical procedures across many
specialties. About Crestview Partners, L.P. Crestview is a $1.5
billion private equity firm established in 2004 by a group of
former Goldman Sachs partners including Robert Hurst, Tom Murphy
and Barry Volpert. Crestview is backed by a sophisticated group of
investors, including many leading entrepreneurs and institutions.
Crestview�s professionals have led more than $20 billion in
acquisitions and buyouts. About Northwestern Mutual Capital
Northwestern Mutual Capital invests in the mezzanine, direct
private equity, private equity fund, and private fixed income
markets on behalf of The Northwestern Mutual Life Insurance
Company, managing portfolios with holdings in excess of $20
billion. Northwestern Mutual Capital has offices in Milwaukee and
London and invests globally throughout North America, Europe,
Australia, and Asia. This press release contains forward-looking
statements based on management�s current expectations and
projections about future events and trends that management believes
may affect the Company�s financial condition, results of
operations, business strategy and financial needs. The words
�anticipate,� �believe,� �continue,� �estimate,� �expect,�
�intend,� �may,� �plan,� �will� and similar expressions are
generally intended to identify forward-looking statements. These
statements, including those regarding the Company�s growth,
continued success and prospects from the merger, have been included
in reliance on the �safe harbor� provisions of the Private
Securities Litigation Reform Act of 1995. These statements involve
risks, uncertainties and other factors that may cause actual
results to differ from the expectations expressed in the
statements. Many of these factors are beyond the ability of the
Company to control or predict. These factors include, without
limitation: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (ii) the outcome of any legal proceedings that may be
instituted against Symbion and others following announcement of the
merger agreement; (iii) the inability to complete the merger due to
the failure to obtain stockholder approval or the failure to
satisfy other conditions to completion of the merger, including the
receipt of stockholder approval and expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976; (iv) the failure to obtain the necessary debt financing
arrangements set forth in commitment letters received in connection
with the merger; (v)�risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the merger; (vi) the ability to
recognize the benefits of the merger; (vii) the amount of the
costs, fees, expenses and charges related to the merger and the
actual terms of certain financings that will be obtained for the
merger; and (viii) other risks and uncertainties detailed from time
to time in the Company�s filings with the Securities and Exchange
Commission. In light of the significant uncertainties inherent in
the forward-looking statements contained in this press release, you
should not place undue reliance on them. The Company undertakes no
obligation to update any forward-looking statements or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise.
Symbion (NASDAQ:SMBI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Symbion (NASDAQ:SMBI)
Historical Stock Chart
From Sep 2023 to Sep 2024