05.10.2005 20:00:00
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AMN Healthcare Services to Acquire The MHA Group; Leader in Travel Nurse Staffing Broadens Staffing Solutions; AMN to host a Webcast Conference Call on Thursday, October 6th at 11:00 a.m. ET
Under the terms of the agreement, the purchase price is $160million plus an earn-out provision expected to result in approximately$38 million of additional consideration based on 2005 performance,with a guaranteed minimum earn-out of $35 million. The totalconsideration will be paid approximately 75% in cash and 25% in AMNHealthcare Services, Inc. stock. Upon completion of the transactionand payment of the earn-out in March, 2006, current stockholders ofAMN Healthcare will own approximately 91% of the combined company andMHA's current stockholders will own the remainder. The transaction isexpected to be immediately accretive to fourth quarter 2005 and fullyear 2006 earnings. Management will provide updated earnings guidancefollowing the close of the transaction, which is expected to occur inthe fourth quarter of this year.
Commenting on today's announcement, Susan R. Nowakowski, Presidentand CEO of AMN Healthcare, said: "This combination of leaders inquality and service for both travel nurse staffing and locum tenensand permanent physician staffing will deliver great value for ourclients. Our complementary businesses will enable hospitals to furtherstreamline their recruitment and staffing efforts through a strongerpartnership with our company. We believe that the combined value,breadth and depth of services that we can offer to our clients isunparalleled within the industry today."
"This is a perfect combination for MHA's clients and employees,"said Joseph Hawkins, CEO of MHA. "Bringing together MHA's physicianand allied staffing businesses with AMN Healthcare's industry-leadingposition and expertise in travel nurse staffing substantially improvesour ability to deliver a total solution to our diverse client base. Webelieve that this business combination will allow us to be even moreeffective in delivering high quality, innovative healthcare staffingsolutions to our clients."
Ms. Nowakowski added: "This transaction significantly supports ourlong term strategy of growth and leadership in the placement ofhigh-quality clinical staff at all levels within healthcareorganizations. We believe that both companies share similar culturesand management philosophies. This, combined with the fact that thefounders and tenured MHA management team will remain with MHAfollowing the completion of the transaction, gives us confidence thatthe organizations will transition together smoothly and createopportunities for sales and operational efficiencies."
AMN Healthcare intends to finance the cash portion of thetransaction with cash on hand and $280 million in senior securedcredit facilities consisting of a five-year $75 million revolvingcredit instrument and a six-year $205 million term loan B instrument.These funds will be used to finance the acquisition of MHA, refinanceAMN Healthcare's existing debt, and provide for working capital andgeneral corporate purposes. The transaction is subject to customaryclosing conditions, including regulatory approvals.
Conference Call on October 6, 2005
AMN Healthcare and MHA will host a conference call and livewebcast on Thursday, October 6, 2005 at 11:00 a.m. Eastern Time (8:00a.m. Pacific Time) to discuss the acquisition. A live webcast of thecall can be accessed through AMN Healthcare's website atwww.amnhealthcare.com/investors. Please log in at least 10 minutesprior to the conference call in order to download the applicable audiosoftware. Interested parties may participate live via telephone bydialing (888) 550-2358 in the U.S. or (703) 546-4242 internationally.Following the conclusion of the call, a replay of the webcast will beavailable at the company's web site within four hours. Alternatively,a telephonic replay of the call will be available at 4:15 p.m. EasternTime (1:15 p.m. Pacific Time), and can be accessed until October 20,2005 at midnight Eastern Time, by calling (800) 475-6701 in the U.S.or (320) 365-3844 internationally, with access code 798761. From timeto time, additional information regarding non-GAAP financial measuresmay be made available on the company's website.
About AMN Healthcare
AMN Healthcare Services, Inc., a leading healthcare staffingcompany, is the largest nationwide provider of travel nurse staffingservices. The company recruits nurses and allied health professionalsnationally and internationally and places them on temporaryassignments, of variable lengths, at acute-care hospitals andhealthcare facilities throughout the United States.
About MHA
Founded in 1987 and a pioneer in the field of physician search,MHA is a leading nationwide provider of both temporary and permanentstaffing for clinicians ranging from physicians to allied healthprofessionals. Approximately 90% of MHA's healthcare professionals arephysicians, while the remainder are allied health professionals andnurses.
Forward-Looking Statements
This press release contains certain forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of1995. The company has tried, whenever possible, to identify theseforward-looking statements using words such as "anticipates,""believes," "estimates," "projects," "expects," "plans," "intends" andsimilar expressions. Similarly, statements herein that describe thecompany's business strategy, outlook, objectives, plans, intentions orgoals are also forward-looking statements. Accordingly, suchforward-looking statements involve known and unknown risks,uncertainties and other factors which could cause the company's actualresults, performance or achievements to differ materially from thoseexpressed in, or implied by, such statements. These risks anduncertainties may include, but are not limited to: the company'sability to continue to recruit and retain qualified temporaryhealthcare professionals at reasonable costs; the company's ability toattract and retain sales and operational personnel; the company'sability to enter into contracts with hospitals and other healthcarefacility clients on terms attractive to the company and to secureorders related to those contracts; the company's ability todemonstrate the value of its services to its healthcare and facilityclients; changes in the timing of hospital and healthcare facilityclients' orders for and the company's placement of its temporaryhealthcare professionals; the general level of patient occupancy atthe company's hospital and healthcare facility clients' facilities;the overall level of demand for services offered by temporaryhealthcare staffing providers; the ability of the company's hospitaland healthcare facility clients to retain and increase theproductivity of their permanent staff; the variation in pricing of thehealthcare facility contracts under which the company places temporaryhealthcare professionals; the company's ability to successfullyimplement its strategic growth, acquisition and integrationstrategies; the company's ability to leverage its cost structure; theperformance of the company's management information and communicationsystems; the effect of existing or future government legislation andregulation; the company's ability to grow and operate its business incompliance with legislation and regulation; the impact of medicalmalpractice and other claims asserted against the company; thedisruption or adverse impact to the company's business as a result ofa terrorist attack; the company's ability to carry out its businessstrategy; the loss of key officers and management personnel couldadversely affect the company's ability to remain competitive; theeffect of recognition by the company of an impairment to goodwill; andthe effect of adjustments by the company to accruals for self-insuredretentions. Other factors that could cause actual results to differfrom those implied by the forward-looking statements contained in thispress release are set forth in the company's Annual Report on Form10-K for the year ended December 31, 2004, Quarterly Reports on Form10-Q for the quarters ended March 31, 2005 and June 30, 2005, itsCurrent Reports on Form 8-K and its Registration Statement on FormS-3. These statements reflect the company's current beliefs and arebased upon information currently available to it. Be advised thatdevelopments subsequent to this release are likely to cause thesestatements to become outdated with the passage of time.
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AMN Healthcare Services Inc. | 26,00 | 2,36% |