Emergency Medical Services Provides Additional Transaction Details
February 14 2011 - 10:45AM
Business Wire
Emergency Medical Services Corporation (NYSE: EMS) (“EMSC” or
“the Company”) earlier today issued a press release announcing that
it has signed a definitive agreement to be acquired by an affiliate
of Clayton, Dubilier & Rice, LLC. This release referred to a
$3.2 billion transaction value. This value comprises an equity
purchase price of $64.00 per share with approximately 45.5 million
net diluted shares and LP Exchangeable Units outstanding. The
transaction value also includes net debt and estimated transaction
costs of approximately $300 million.
About Emergency Medical Services Corporation
Emergency Medical Services Corporation (EMSC) is a leading
provider of emergency medical services in the United States. EMSC
operates two business segments: American Medical Response, Inc.
(AMR), the Company's healthcare transportation services segment,
and EmCare Holdings Inc. (EmCare), the Company's outsourced
facility-based physician services segment. AMR is the leading
provider of ambulance services in the United States. EmCare is a
leading provider of outsourced physician services to healthcare
facilities. In 2010, EMSC provided services in nearly 14.0 million
patient encounters in more than 2,200 communities nationwide. EMSC
is headquartered in Greenwood Village, Colorado. For additional
information, visit http://www.emsc.net.
Additional Information and Where to Find It
In connection with the proposed merger, the Company will file a
preliminary proxy statement with the Securities and Exchange
Commission. When completed, a definitive proxy statement and a form
of proxy will be mailed to the stockholders of the Company. THE
COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT REGARDING THE PROPOSED MERGER AND, WHEN AVAILABLE, THE
DEFINITIVE PROXY STATEMENT, BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION. Security holders will be able to inspect,
without charge, a copy of the preliminary proxy statement, the
definitive proxy statement (when available) and other relevant
documents filed with the SEC at the Public Reference Room
maintained by the SEC, located at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the Public Reference Room.
The preliminary proxy statement, the definitive proxy statement
(when available) and other relevant documents filed with the SEC
are also available at the SEC’s website at http://www.sec.gov.
Participants in Solicitation
The Company and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information concerning the
interests of the Company’s participants in the solicitation will be
set forth in the Company’s proxy statement relating to the merger
when it becomes available.
Forward-Looking Statements
Certain statements and information herein may be deemed to be
"forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may include, but are not limited to, statements relating
to our objectives, plans and strategies, and all statements (other
than statements of historical facts) that address activities,
events or developments that we intend, expect, project, believe or
anticipate will or may occur in the future. Any forward-looking
statements herein are made as of the date of this press release,
and EMSC undertakes no duty to update or revise any such
statements. Forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties. Important
factors that could cause actual results, developments and business
decisions to differ materially from forward-looking statements are
described in EMSC's filings with the SEC from time to time,
including in the section entitled "Risk Factors" in the Company's
most recent Annual Report on Form 10-K and subsequent periodic
reports. Among the factors that could cause future results to
differ materially from those provided in this press release are:
the impact on our revenue of changes in transport volume, mix of
insured and uninsured patients, and third party reimbursement rates
and methods; the adequacy of our insurance coverage and insurance
reserves; potential penalties or changes to our operations if we
fail to comply with extensive and complex government regulation of
our industry; the impact of potential changes in the healthcare
industry generally resulting from legislation currently under
consideration; our ability to recruit and retain qualified
physicians and other healthcare professionals, and enforce our
non-compete agreements with our physicians; our ability to generate
cash flow to service our debt obligations; the cost of capital
expenditures to maintain and upgrade our vehicle fleet and medical
equipment; the loss of one or more members of our senior management
team; the outcome of government investigations of certain of our
business practices; our ability to successfully restructure our
operations to comply with future changes in government regulation;
the loss of existing contracts and the accuracy of our assessment
of costs under new contracts; the high level of competition in our
industry; our ability to maintain or implement complex information
systems; our ability to implement our business strategy; our
ability to successfully integrate strategic acquisitions; and our
ability to comply with the terms of our settlement agreements with
the government.
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