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Veritas Capital and Elliott Management to Acquire Athenahealth for $5.7 billion

Evergreen Coast Capital to be Minority Investor in Combination of athenahealth and Veritas-Backed Virence

WATERTOWN, Mass., SEATTLE and NEW YORK, Nov. 12, 2018 /PRNewswire/ — athenahealth, Inc. (NASDAQ: ATHN), a leading provider of network-enabled services for hospital and ambulatory customers nationwide, Veritas Capital (“Veritas”) and Evergreen Coast Capital (“Evergreen”), today announced that they have entered into a definitive agreement under which an affiliate of Veritas and Evergreen will acquire athenahealth for approximately $5.7 billion in cash.

Under the terms of the agreement, athenahealth shareholders will receive $135 in cash per share. The per share purchase price represents a premium of approximately 12 percent over the company’s closing stock price on November 9, 2018, the last trading day prior to today’s announcement, and a premium of approximately 27 percent over the company’s closing stock price on May 17, 2017, the day prior to Elliott Management Corporation’s announcement that it had acquired an approximate 9 percent interest in the company.

Following the closing, Veritas and Evergreen expect to combine athenahealth with Virence Health (“Virence”), the GE Healthcare Value-based Care assets that Veritas acquired earlier this year. The combined business is expected to be a leading, privately-held healthcare information technology company with an extensive national provider network of customers and world-class products and solutions to help them thrive in an increasingly complex environment.

Following the close of that transaction, the combined company is expected to operate under the athenahealth brand and be headquartered in Watertown, Massachusetts. The company will be led by Virence Chairman and Chief Executive Officer Bob Segert and an executive leadership team comprised of executives from both companies. Following the completion of the transaction, Virence’s Workforce Management business will become a separate Veritas portfolio company under the API Healthcare brand.

“After a thorough strategic review process, we have decided to enter this agreement with Veritas, which we believe maximizes value for our shareholders and accelerates our goal to transform healthcare,” said Jeff Immelt, Executive Chairman of athenahealth. “Combining with Virence will create new opportunities for collaboration and growth. Operating as a private company with Veritas’s ownership and support will provide athenahealth with increased flexibility to achieve our purpose of unleashing our collective potential to transform healthcare.”

“athenahealth is a market leader and a natural and strategic fit with Virence,” said Ramzi Musallam, CEO and Managing Partner of Veritas Capital. “Virence and athenahealth have differentiated and complementary solutions, deep relationships with their respective customer bases and a shared culture of commitment to innovation. We look forward to leveraging our expertise in the sector, as well as the capabilities and solutions across both companies to provide superior value to customers, and create exciting growth opportunities for both sets of employees as Bob and the team build the future of healthcare IT.”

Veritas, a government and technology focused investor, has a proven track record of driving growth for companies within the healthcare technology space, as illustrated by the firm’s acquisition of Verscend Technologies and its combination with Cotiviti Holdings, as well as the firm’s investment in Truven Health Analytics. Veritas has a deep understanding of the urgent need to digitize the healthcare system and brings a culture of intense customer focus and a drive for growth through focused R&D and product innovation.

“We are excited by the opportunity to partner with athenahealth, one of the largest and most connected provider networks in the nation, to drive outcomes that matter the most to our customers,” said Bob Segert, Chairman and CEO of Virence. “athenahealth and Virence have complementary portfolios and highly-talented people, and this combination expands our depth and reach across the continuum of care. I’m looking forward to combining our mission-driven cultures to create an even stronger healthcare IT company.”

athenahealth investor Elliott Management Corporation (“Elliott”) has expressed support for the transaction. Elliott Partner Jesse Cohn said, “We are pleased to support this transformative transaction combining athenahealth and Virence, which we believe represents an outstanding, value-maximizing outcome for athenahealth shareholders.”

Upon completion of the transaction, Elliott’s private equity subsidiary, Evergreen Coast Capital, will retain a minority investment stake in the combined company.

Evergreen Managing Director Isaac Kim said, “We look forward to taking part in this unique opportunity. Under Bob’s leadership and with Veritas’ strategic oversight and strong track record of value creation, we believe the combined company will be a true leader in healthcare IT, ideally positioned to improve outcomes and reduce the cost of care.”

Approvals and Timing
The transaction is expected to close in the first quarter of 2019, subject to the approval of the holders of a majority of athenahealth’s outstanding shares and the satisfaction of customary closing conditions and regulatory approvals.

The athenahealth Board of Directors has unanimously approved the merger agreement and intends to recommend that athenahealth shareholders vote in favor of it at a Special Meeting of Stockholders, to be scheduled as soon as practicable.

The transaction is not subject to a financing condition.

Cancellation of Q3 2018 Earnings Call
In light of today’s announcement and the pending transaction, athenahealth will no longer be hosting its previously announced Q3 2018 earnings call today.

Advisors
Lazard and Centerview Partners are serving as financial advisors, and Weil, Gotshal & Manges LLP is serving as legal counsel to athenahealth.

Schulte, Roth & Zabel, LLP is acting as legal counsel to Veritas.

Deutsche Bank and RBC Capital Markets are acting as financial advisors to Evergreen, and Gibson, Dunn & Crutcher LLP is acting as legal advisor.

About athenahealth, Inc.
athenahealth partners with hospital and ambulatory customers to drive clinical and financial results. We offer medical record, revenue cycle, patient engagement, care coordination, and population health services. We combine insights from our network of more than 120,000 providers and approximately 117 million patients with deep industry knowledge and perform administrative work at scale. For more information, please visit www.athenahealth.com.

About Virence Health
Virence Health Technologies is a leading software provider that leverages technology and analytics to help healthcare providers across the continuum of care effectively manage their financial, clinical, and human capital workflows. Offering a comprehensive suite of innovative technology-enabled solutions, Virence aims to improve quality, increase efficiency, and reduce waste in the healthcare industry. Learn more at www.virencehealth.com.

About Veritas Capital
Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, government services and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas Capital and its current and past investments, visit www.veritascapital.com.

About Elliott and Evergreen
Elliott Management Corporation manages two multi-strategy investment funds which combined have approximately $35 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. This investment is being led by Evergreen Coast Capital, Elliott’s Menlo Park affiliate, which focuses on technology investing.

November 12, 2018 I Written By

John Lynn is the Founder of the HealthcareScene.com blog network which currently consists of 5 blogs containing over 11,000 articles with John having written over 5500 of the articles himself. These EMR and Healthcare IT related articles have been viewed over 18 million times. John also manages Healthcare IT Central and Healthcare IT Today, the leading career Health IT job board and blog. John is co-founder of InfluentialNetworks.com and Physia.com. John is highly involved in social media, and in addition to his blogs can also be found on Twitter: @techguy and @ehrandhit and LinkedIn.

Verscend Technologies, Inc., Completes Acquisition of Cotiviti Holdings, Inc.

The combined healthcare information technology company plans to operate privately as Cotiviti, with Dr. Emad Rizk as president and chief executive officer

ATLANTA & WALTHAM, Mass. — August 27, 2018 — Verscend Technologies, Inc. (“Verscend”), a portfolio company of Veritas Capital (“Veritas”) and a leader in data-driven healthcare solutions, has completed its acquisition of Cotiviti Holdings, Inc. (“Cotiviti”), a leading provider of payment accuracy and analytics-driven solutions focused primarily on the healthcare industry. Emad Rizk, M.D., current president and chief executive officer of Verscend, will retain these titles for the combined business. The combined private company plans to operate under the Cotiviti name.

Cotiviti will operate as a healthcare information technology company able to apply multidimensional analytic insights, deep market expertise, and high-performance services to help its clients reshape the economics of healthcare. The new Cotiviti sits at the intersection of payers’ most critical programs that affect financial performance: payment accuracy; fraud, waste, and abuse management; risk adjustment; quality improvement and reimbursement; population health management; and high-value network performance. By combining some of the most robust financial and clinical data in the industry, Cotiviti will have unique insight into the healthcare system. The company’s combined intellectual capital, data assets, client base, and subject-matter expertise extend its leadership in healthcare’s rapidly changing landscape.

“Both companies are customer-driven innovators that share a similar mission: to help our clients improve healthcare affordability, reduce waste, and identify the best path to better outcomes,” said Dr. Rizk. “With our new capabilities across payment, quality, risk, and the combination of clinical and financial data, Cotiviti will be unmatched in its ability to create differentiated value for its clients.”

The acquisition of Cotiviti is the latest by Veritas Capital, which also recently acquired GE Healthcare’s Value-Based Care Division and has made previous investments in Truven Health Analytics as well as Verscend. According to chief executive officer and managing partner Ramzi Musallam, the Verscend-Cotiviti combination is a strong fit for its investment strategy.

“A core tenet of Veritas’ investment philosophy is identifying organizations that are positioned to have transformational impact in their respective domains. We see the combination of Cotiviti and Verscend as bringing much needed precision and insight to the healthcare system,” Musallam said. “We expect that the two companies’ complementary data sets, analytical capabilities, and industry expertise will accelerate forward momentum for the new Cotiviti through smarter, faster solutions that address rising costs, eliminate waste, and speed quality improvement for the healthcare industry overall.”

Under the terms of the agreement, Cotiviti shareholders will receive merger consideration in the amount of $44.75 in cash for each share of Cotiviti common stock they hold (without interest and subject to any applicable withholding taxes or other amounts required to be withheld therefrom under applicable law). American Stock Transfer & Trust Company has been appointed as paying agent in connection with the merger and will be mailing a letter of transmittal to all Cotiviti shareholders of record within two business days. The letter of transmittal will instruct shareholders on how to surrender their shares of Cotiviti common stock in exchange for the merger consideration.

The transaction was announced on June 19, 2018, and received approval from Cotiviti shareholders on August 24, 2018. As a result of the completion of the transaction, shares of Cotiviti common stock were removed from listing on the New York Stock Exchange (“NYSE”), with trading in Cotiviti shares suspended prior to the opening of business today.

About Cotiviti

Following the Verscend-Cotiviti combination, Cotiviti will be a leading information technology and analytics company that is reshaping the economics of healthcare, helping its clients uncover new opportunities to unlock value. Cotiviti’s solutions are a critical foundation for healthcare payers in their mission to lower healthcare costs and improve quality through higher-performing payment accuracy, quality improvement, risk adjustment, and network performance management programs. The company also supports retail and life/legal industries with data management and audit services that improve business outcomes. For more information, visit www.cotiviti.com.

About Veritas Capital

Veritas is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, technology, national security, communications, energy, and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas Capital and its current and past investments, visit www.veritascapital.com.

August 27, 2018 I Written By

John Lynn is the Founder of the HealthcareScene.com blog network which currently consists of 5 blogs containing over 11,000 articles with John having written over 5500 of the articles himself. These EMR and Healthcare IT related articles have been viewed over 18 million times. John also manages Healthcare IT Central and Healthcare IT Today, the leading career Health IT job board and blog. John is co-founder of InfluentialNetworks.com and Physia.com. John is highly involved in social media, and in addition to his blogs can also be found on Twitter: @techguy and @ehrandhit and LinkedIn.