Board’s review of WELL’s proposal. These illustrative financial analyses included a selected public companies analysis, which reflected a per CRH share price of $2.15 to $3.10, a selected transactions analysis, which reflected a per CRH share price of $3.45 to $4.40, and, using the CRH Normalized Case (as described below), a five-year discounted cash flow analysis, which reflected a per CRH share price of $2.50 to $3.65, compared with the $4.00 per share price payable in the Arrangement. In addition, solely for reference purposes, Citi discussed with the CRH Board an illustrative selected precedent premiums paid analysis, which, based on a per share CRH trading price of $2.17 per share, reflected a per CRH share price of between $2.71 and $3.14. These financial analyses were based solely on information provided to Citi by the Company or obtained from public sources, which information was not independently verified by Citi, and were based on information available and financial, stock market, and other conditions as of February 4, 2021. Citi did not make, and its discussions with the CRH Board did not constitute, a recommendation to the CRH Board with respect to the Arrangement or any other matter, nor to any CRH shareholder as to how to vote its shares with respect to the Arrangement or any other matter, and, in addition to not expressing any view as to the fairness of the consideration payable to CRH shareholders in the Arrangement, Citi did not express any view as to the fairness of the consideration or the amount or form of compensation payable to any of CRH’s directors, officers or employees. The CRH Board determined not to request any opinion (oral or written) from Citi as to the fairness, from a financial or other viewpoint, to CRH shareholders of the consideration to be received by CRH shareholders in the Arrangement, and instead to rely solely on the opinion of Canaccord Genuity (as described below) as to the fairness, from a financial point of view, of the consideration to be received by CRH shareholders pursuant to the Arrangement.
Also at the CRH Board meeting on February 4, 2021, representativesRepresentatives of Canaccord Genuity reviewed with the CRH Board a presentation prepared by Canaccord Genuity, which summarized, among other things, WELL’s proposal and Canaccord Genuity’s financial analyses of WELL’s proposal. At the conclusion of its presentation, Canaccord Genuity rendered an oral opinion to the CRH Board and the Special Committee to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed and limitations on the scope of the review undertaken in its opinion, the consideration of $4.00 per CRH share to be received by CRH shareholders pursuant to the Arrangement Agreement was fair, from a financial point of view, to such shareholders. For more information on the opinion rendered by Canaccord Genuity and the material financial analyses performed by Canaccord Genuity in connection with rendering its opinion, see “—Opinion of the Company’s Financial Advisor” beginning on page 44.
7. The disclosure under the heading “The Arrangement—Background to the Arrangement” is further amended and supplemented by adding the following as a new paragraph following the third full paragraph on page 34 of the Proxy Statement:
Following the announcement of CRH’s entry into the Arrangement Agreement on February 8, 2021, a representative of UD contacted Mr. Kreger, and the parties re-commenced discussions concerning the potential for CRH to provide certain management services to UD following the expiration of UD’s existing agreements with CRH. After additional negotiations, on February 22, 2021, the Company signed a five-year exclusive management services agreement with UD, under which CRH will no longer be the exclusive provider of anesthesia services at UD’s surgery centers (as under its existing agreements), but will manage UD’s anesthesia services at its surgery centers in exchange for a fee. The new agreement will be effective as of November 1, 2021. For purposes of clarity, CRH notes that the new agreement with UD does not consitutute a renewal of the Company’s existing agreements with UD; rather the new agreement is different than the Company’s existing agreements with UD in both its nature and its economic terms. Although the new agreement is expected to allow the Company to retain a material portion of the EBITDA earned under the existing agreements, the new agreement should not be assumed to have the same or a substantially similar economic impact on the Company as the existing agreements, which are still expected to expire on October 31, 2021.
8. The disclosure under the heading “The Arrangement—Reasons for the Arrangement; Recommendation of the CRH Board” is amended and supplemented by replacing the ninth first-level bullet on page 36 of the Proxy Statement with the following (with new text in underline and stricken language removed):
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the financial analysis of Citi presented to illustrative financial analyses discussed by Citi with the CRH Board and the Special Committee (although such analyses were not prepared by Citi in connection with rendering any opinion regarding, or any assessment by Citi as to, the fairness from a financial point of view of the consideration payable to CRH shareholders pursuant to the Arrangement, neither of which Citi did or was requested to do);
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9. The disclosure under the heading “The Arrangement—Certain Unaudited Prospective Financial Information—General Note Regarding Certain Unaudited Prospective Financial Information” is amended by replacing the reference to “February 23, 2021” in the last full paragraph on page 40 of the Proxy Statement with “February 22, 2021”.