The Combination Creates a Leading Data and
Analytics-Driven Healthcare Solutions Provider with Increased
Scale
Cotiviti Holdings, Inc. (NYSE:COTV) (“Cotiviti”), a leading
provider of payment accuracy and analytics-driven solutions focused
primarily on the healthcare industry, and Verscend Technologies,
Inc. (“Verscend”), a portfolio company of Veritas Capital
(“Veritas”) and a leader in data-driven healthcare solutions,
announced today that Cotiviti’s shareholders voted to approve the
proposed merger of Cotiviti with a subsidiary of Verscend at a
special meeting of Cotiviti’s shareholders held August 24,
2018.
Approximately 99% of the votes cast at the meeting voted to
approve the merger, representing approximately 90% of the
outstanding shares of Cotiviti common stock entitled to vote on the
merger. The final results will be available in a current report on
Form 8-K, which Cotiviti expects to file with the Securities and
Exchange Commission within four business days.
Subject to the satisfaction of other customary closing
conditions, Cotiviti, Verscend and Veritas expect the merger to
close on August 27, 2018, or as soon as practicable thereafter.
Upon closing of the merger, Cotiviti’s shareholders will
be entitled to receive $44.75 in cash per share of
Cotiviti common stock (without interest and subject to any
applicable withholding taxes or other amounts required to be
withheld therefrom under applicable law), and Verscend will assume
all of Cotiviti’s outstanding debt, resulting in an enterprise
value of approximately $4.9 billion.
The combined business will operate as a private healthcare
information technology company with unique, data-driven
capabilities. Together, the companies are expected to have greater
impact in the healthcare IT market by increasing affordability,
reducing waste and improving outcomes and quality, as well as
offering new opportunities to create substantial value for clients,
including complementary solutions across multiple intervention
points in the payment process.
About Cotiviti
Cotiviti is a leading provider of payment accuracy and
analytics-driven solutions that helps payers, other risk-bearing
healthcare organizations and retailers achieve their business
objectives. Through a combination of analytics, technology and deep
industry expertise, Cotiviti’s solutions create insights that
unlock value from the complex interactions between clients and
their stakeholders. Cotiviti serves a majority of the top 25 U.S.
healthcare payers and a majority of the top 10 U.S. retailers.
Cotiviti’s passion for creating unique client value drives
Cotiviti’s focus – Analytics. Insight. Value.
About Verscend Technologies, Inc.
Verscend drives better healthcare outcomes through data
analytics, supporting payers' financial performance and quality
improvement initiatives. Verscend’s Payment Accuracy, Risk
Adjustment, and Quality and Performance solutions help
organizations utilize their data so they can efficiently and
cost-effectively succeed in the new era of healthcare. Learn more
at www.verscend.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.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties. All statements other than
statements of historical fact or relating to present facts or
current conditions included in this press release are
forward-looking statements. Forward-looking statements give
Cotiviti’s current expectations and projections relating to its
financial condition, results of operations, plans, objectives,
future performance and business. You can identify forward-looking
statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words
such as “anticipate,” “estimate,” “expect,” “project,” “seek,”
“plan,” “intend,” “believe,” “will,” “may,” “could,” “continue,”
“likely,” “should,” and other words.
The forward-looking statements contained in this press release,
including without limitation statements regarding anticipated
benefits and effects of the anticipated merger of Cotiviti and
Verscend, delivering compelling value for shareholders, proposed
end-to-end solutions of the combined company, and opportunities for
expansion, are based on assumptions that Cotiviti has made in light
of its industry experience and its perceptions of historical
trends, current conditions, expected future developments and other
factors that Cotiviti believes are appropriate under the
circumstances. These statements are not guarantees of performance
or results. These assumptions and Cotiviti’s future performance or
results involve risks and uncertainties (many of which are beyond
our control). Important factors that could cause actual results to
differ materially from those in the forward-looking statements
include the risk that the transaction will not close in the
timeframe expected, or at all, the risk that the expected benefits
and effects of the transaction will not be achieved, effects of
regional, national or global political, economic, business,
competitive, market and regulatory conditions and the following:
system interruptions or failures, including cyber-security
breaches, identity theft or other disruptions that could compromise
Cotiviti’s information; Cotiviti’s inability to successfully
leverage its existing client base by expanding the volume of claims
reviewed and cross-selling additional solutions; Cotiviti’s clients
declining to renew their agreements with Cotiviti or renewing at
lower performance fee levels; Cotiviti’s failure to innovate and
develop new solutions for its clients; delays in implementing
solutions; Cotiviti’s failure to maintain or upgrade its
operational platforms; inability to develop new clients;
improvements to healthcare claims and retail billing processes
reducing the demand for Cotiviti’s solutions or rendering its
solutions unnecessary; loss of a large client; early termination
provisions in Cotiviti’s contracts; Cotiviti’s failure to
accurately estimate the factors upon which it bases its contract
pricing; Cotiviti’s inability to manage its relationships with
information suppliers, software vendors or utility providers;
Cotiviti’s inability to protect its intellectual property rights,
proprietary technology, information, processes and know-how;
Cotiviti’s inability to execute its business plans including its
inability to manage its growth; Cotiviti’s inability to
successfully integrate and realize synergies from any future
acquisitions or strategic partnerships; Cotiviti’s inability to
realize the book value of intangible assets; Cotiviti’s being
required to pay significant refunds to CMS under its Medicare RAC
contracts or significant changes to the Medicare RAC program;
declines in contracts awarded through competitive bidding or
Cotiviti’s inability to re-procure contracts through the
competitive bidding process; Cotiviti’s success in attracting and
retaining qualified employees and key personnel; Cotiviti’s
inability to expand its retail business; fluctuations in Cotiviti’s
results of operations; Cotiviti’s failure to maintain effective
internal controls; litigation, regulatory or dispute resolution
proceedings, including claims or proceedings related to
intellectual property infringements or claims not covered by
insurance; healthcare spending fluctuations; consolidation among
healthcare payers or retailers; slow development of the healthcare
payment accuracy market; negative publicity concerning the
healthcare payment industry or patient confidentiality and privacy;
significant competition for Cotiviti’s solutions; risks associated
with international operations; general economic, political and
market forces and dislocations beyond Cotiviti’s control;
variations in Cotiviti’s revenue between reporting periods due to
timing issues; Cotiviti’s failure to comply with applicable
federal, state, local and international privacy, security and data
laws, regulations and standards; changes in regulations governing
healthcare administration and policies, including governmental
restrictions on the outsourcing of functions such as those that
Cotiviti provides; changes in tax laws and rules or in their
interpretation or enforcement; the timing and magnitude of shares
purchased under Cotiviti’s share repurchase program; risks related
to Cotiviti’s substantial indebtedness and holding company
structure; volatility in bank and capital markets; provisions in
Cotiviti’s amended and restated certificate of incorporation, and
the other important factors discussed under the caption “Risk
Factors” in Cotiviti’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2017, which was filed with the SEC on
February 22, 2018, along with its other reports filed with the SEC.
Additional factors or events that could cause Cotiviti’s actual
performance to differ from these forward-looking statements may
emerge from time to time, and it is not possible for Cotiviti to
predict all of them. Should one or more of these risks or
uncertainties materialize, or should any of its assumptions prove
incorrect, Cotiviti’s actual financial condition, results of
operations, future performance and business may vary in material
respects from the performance projected in these forward-looking
statements.
Any forward-looking statement made in this press release speaks
only as of the date on which it is made. Cotiviti undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180824005208/en/
Cotiviti Holdings, Inc.Jennifer DiBerardino,
203-642-0718Vice President, Investor
RelationsInvestor.Relations@Cotiviti.comMedia@Cotiviti.comorVerscend
TechnologiesSandy Cummings,
781-472-0145Sandy.Cummings@Verscend.comorVeritas CapitalSard
Verbinnen & CoAndrew Cole/David Millar/Julie
Rudnick212-687-8080VeritasCapital-SVC@sardverb.com
COTIVITI HOLDINGS, INC. (NYSE:COTV)
Historical Stock Chart
From Aug 2024 to Sep 2024
COTIVITI HOLDINGS, INC. (NYSE:COTV)
Historical Stock Chart
From Sep 2023 to Sep 2024