Previously Announced Offer Price of $20.35
Per Share in Cash
Greenway Medical Technologies, Inc. (NYSE: GWAY) (the “Company”
or “Greenway”) and Vista Equity Partners today announced that
Crestview Acquisition Corp. has commenced the previously announced
tender offer for all of the outstanding shares of common stock of
the Company at a price of $20.35 per share, net to the seller in
cash without interest. Crestview Acquisition Corp. and its parent
company, VCG Holdings, LLC, are affiliated with Vista Equity
Partners Fund IV, L.P.
On September 23, 2013, the Company and Vista Equity Partners
announced that the Company and affiliates of Vista Equity Partners
had entered into a definitive merger agreement pursuant to which
the tender offer would be made. Pursuant to the merger agreement,
after completion of the tender offer and the satisfaction or waiver
of certain conditions, the Company will merge with Crestview
Acquisition Corp., and all outstanding shares of the Company’s
common stock (other than shares held by VCG Holdings, LLC,
Crestview Acquisition Corp., or the Company and shares held by the
Company’s stockholders who are entitled to and properly demand and
perfect appraisal of such shares pursuant to the applicable
provisions of Delaware law) will be automatically cancelled and
converted into the right to receive cash equal to the $20.35 offer
price per share. In certain cases, the parties have agreed to
proceed with a one-step merger transaction if the tender offer is
not completed.
After careful consideration, the board of directors of the
Company has determined that the merger agreement and the
transactions contemplated thereby, including the offer and the
merger, are advisable and in the best interests of the Company and
its stockholders. Accordingly, the board of directors of the
Company has recommended that the Company’s stockholders tender
their shares to Crestview Acquisition Corp. pursuant to the offer
and, if required by applicable law, vote in favor of the adoption
and approval of the merger agreement and the merger.
VCG Holdings, LLC and Crestview Acquisition Corp. are filing
with the Securities and Exchange Commission (the “SEC”) today
a tender offer statement on Schedule TO, including an offer to
purchase and related letter of transmittal, setting forth in detail
the terms of the tender offer. Additionally, the Company will file
with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things,
the recommendation of the Company’s board of directors that the
Company’s stockholders tender their Shares into the tender
offer.
The completion of the tender offer is subject to conditions,
including, among others, the satisfaction of a minimum tender
condition and the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. The completion of the tender offer is not subject
to a financing condition.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, on Friday, November 1, 2013,
unless extended or earlier terminated in accordance with the terms
of the merger agreement.
About Greenway and PrimeSUITE
Greenway Medical Technologies (NYSE: GWAY) delivers smarter
information solutions that improve the financial performance of
healthcare providers and enable them to deliver smarter care.
Greenway PrimeSUITE® — the company’s certified, single-database
electronic health record, practice management and interoperability
solution platform — is complemented by an expanding array of
integrated business and data services, including clinically driven
revenue cycle management™ (RCM). Thousands of care providers across
primary care and more than 30 specialties and sub-specialties use
cloud-based or on-premise Greenway® solutions to improve outcomes
in healthcare enterprises, physician practices, retail and other
ambulatory clinics, and alternate care venues nationwide. For
details, see greenwaymedical.com, Twitter, Facebook or YouTube.
About Vista Equity Partners
Vista Equity Partners, a U.S.-based private equity firm with
offices in San Francisco, Chicago and Austin, currently invests
over $7.1 billion in capital committed to dynamic, successful
technology-based organizations led by world-class management teams
with long-term perspective. Vista is a value-added investor,
contributing professional expertise and multi-level support towards
companies realizing their full potential. Vista’s investment
approach is anchored by a sizable long-term capital base,
experience in structuring technology-oriented transactions, and
proven management techniques that yield flexibility and opportunity
in private equity investing. For further information please visit
www.vistaequitypartners.com.
Important Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Greenway.
The offer to buy securities of Greenway described in this press
release will be made only pursuant to the offer to purchase and
related materials that Vista has filed on Schedule TO with the SEC.
In addition, Greenway has filed its recommendation of the tender
offer on Schedule 14D-9 with the SEC. In connection with the
proposed transaction, Greenway will also file a proxy statement
with the SEC. Additionally, Greenway and Vista will file other
relevant materials in connection with the proposed acquisition of
Greenway by Vista pursuant to the terms of the merger agreement.
INVESTORS AND STOCKHOLDERS OF GREENWAY ARE ADVISED TO READ THE
SCHEDULE TO, THE SCHEDULE 14D-9, AND THE PROXY STATEMENT, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER OR
MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO, Schedule 14D-9 and proxy statement, as each may be
amended or supplemented from time to time, and other documents
filed by the parties (when available), at the SEC’s Web site at
www.sec.gov or at Greenway’s Web site at www.greenwaymedical.com.
The Schedule TO, Schedule 14D-9 and proxy statement, as each may be
amended or supplemented from time to time, and such other documents
may also be obtained, when available, for free from Greenway by
contacting Greenway’s Investor Relations Department at
1.866.242.3805 or by email through Greenway’s investor relations
page at http://ir.greenwaymedical.com.
Greenway, Vista and their respective 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 Greenway’s stockholders in connection with the
proposed transaction. Further, such persons may have direct or
indirect interests in the proposed transaction due to, among other
things, securities holdings, pre-existing or future indemnification
arrangements, vesting of equity awards, or rights to severance
payments or bonuses in connection with the proposed transaction.
Information concerning the interests of these persons will be set
forth in the Schedule 14D-9 and proxy statement relating to the
proposed transaction when it becomes available.
Statements in this press release that relate to future results
and events are forward-looking statements made within the meaning
of Section 21E of the Securities Exchange Act of 1934 based on
Greenway’s current expectations regarding the proposed transaction.
Actual results and events in future periods may differ materially
from those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors.
There can be no assurances that a transaction will be consummated.
Other risks, uncertainties and assumptions include the possibility
that expected benefits may not materialize as expected; that the
transaction may not be timely completed, if at all; that, prior to
the completion of the transaction, if at all, Greenway’s business
may experience significant disruptions due to transaction-related
uncertainty or other factors that the parties are unable to
successfully implement integration strategies; and other risks that
are described in Greenway’s Annual Report on Form 10-K for the
fiscal year ended June 30, 2013 and in its subsequently filed
SEC reports. Greenway does not undertake any obligation to update
these forward-looking statements except to the extent otherwise
required by law.
Innisfree Contact:
501 Madison Ave., 20th floor New York, NY 10022 Shareholders may
call toll-free: (877) 687-1875 Banks and brokers may call collect:
(212) 750-5833
Greenway Medical Technologies, Inc.Bob Kneeley,
678-390-7262bobkneeley@greenwaymedical.com
Greenway Medical Technologies Com USD0.0001 (NYSE:GWAY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Greenway Medical Technologies Com USD0.0001 (NYSE:GWAY)
Historical Stock Chart
From Jul 2023 to Jul 2024