Advisory Board Company shareholders approve merger agreement with Optum
WASHINGTON and BOSTON, November 15, 2017 / PRNewswire / – The Advisory Board Company (NASDAQ: ABCO) and Optum announced that at a special advisory board shareholders meeting today, shareholders holding the majority of the company’s outstanding common shares have voted to approve the adoption of the previously disclosed merger agreement with Optum.
Pursuant to the agreement, Optum will acquire Advisory Board through a merger and, as previously stated, Advisory Board will sell its education activities to affiliates of Vista Equity Partners prior to the closing of the merger, which is expected to be finalized. Friday, November 17, 2017.
Agreement combines leading independent research from The Advisory Board Company, strategic healthcare advisory services and strong analytical capabilities with Optum’s complementary products and services for the benefit of healthcare stakeholders . At the same time, Optum’s exceptional data analytics resources, operational expertise in delivering large-scale solutions and services, and investment capital will strengthen The Advisory Board Company’s offerings and enable it to grow. develop more fully in new healthcare markets while preserving the autonomy and motivated nature of its research members. By developing best practice solutions and comprehensive healthcare focused consulting business, the combined organization will help its members and clients respond to changing market dynamics and improve the healthcare system. for everyone.
“For more than 30 years, the strategic ideas of the Advisory Board have been an important part of the national conversation on healthcare, and we are delighted to welcome them to Optum,” said Larry Renfro, CEO of Optum. “Together, we will be able to offer deeper and more complete solutions to help all segments of the healthcare industry thrive in this evolving market, while preserving the objectivity and credibility of the research of tip of the advisory board. “
âJoining Optum allows us to forge a stronger and more comprehensive platform to serve our members with an even broader set of ideas and solutions and amplifies the value we help create in all healthcare,â said declared Robert musslewhite, CEO of the advisory board, who will continue to lead its health research and technology activities. “We look forward to serving as even more transformational partners for our members as part of Optum.”
Subject to the satisfaction of the remaining closing conditions, the Advisory Board, Optum and Vista Equity Partners expect to complete the previously announced merger and sale of the education activities of the Company to affiliates of Vista Equity Partners on November 17, 2017. If the closures take place on November 17, 2017, the merger consideration per share payable to the shareholders of The Advisory Board Company under the merger will be $ 53.81, without interest, composed of (1) $ 52.65 in cash, plus (2) an additional amount in cash equal to $ 1.16, based on the after-tax per share value of the Company’s interests in Evolent Health, Inc. (the additional amount of which was calculated in accordance with the merger agreement).
About the advisory board company
The Advisory Board Company is a best practice company that uses a combination of research, technology and consulting to improve the performance of approximately 5,700 healthcare organizations and educational institutions. Based at Washington DC, with offices around the world, The Advisory Board Company forges and finds the best new ideas and proven practices from its network of thousands of leaders, then personalizes and integrates them across all levels of member organizations, creating lasting value. .
Advisory Board, the healthcare business of The Advisory Board Company, is a best practice company that uses a combination of research, technology and consulting to improve the performance of more than 4,400 healthcare organizations. For more information, visit www.advisory.com.
EAB, the education business of The Advisory Board Company, is a best practice company that uses a combination of research, technology and services to improve the performance of more than 1,200 educational institutions. For more information, visit www.eab.com.
Optum is a leading information and technology-driven health services company dedicated to helping improve the functioning of the health care system for all. With more than 133,000 people worldwide, Optum offers smart and integrated solutions that help modernize the healthcare system and improve the overall health of the population. Optum is part of the UnitedHealth group (NYSE: UNH). For more information, visit www.optum.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements” as defined by US federal securities laws regarding the proposed transaction. In general, the words âbelieveâ, âexpectâ, âintend toâ, âestimateâ, âanticipateâ, âplanâ, âprojectâ, âshouldâ, âshouldâ and expressions Similar identify forward-looking statements, which generally are not historical in nature. These statements are based on current plans, estimates and expectations which are subject to risks and uncertainties. We caution that actual results could differ materially from expected results, depending on the outcome of certain factors, including (1) non-compliance with closing conditions for transactions; (2) the occurrence of any event, change or other circumstance that may result in the termination of the merger agreement or the education purchase agreement; (3) a material adverse change in The Advisory Board Company or its healthcare or educational activities, (4) failure to realize or receive the expected benefits of transactions; (5) operating costs, loss of customers and business disruptions (including, without limitation, difficulties in maintaining relationships with employees, customers, customers or suppliers) may be larger than expected; (6) the retention of certain key employees of The Advisory Board Company; (7) the ability of the parties to meet expectations regarding the timing, completion, and accounting and tax treatment of the agreement; (8) risks associated with distracting management’s attention from ongoing business operations; (9) the outcome of any legal proceedings that may be brought against UnitedHealth Group Incorporated, Optum, The Advisory Board Company, Education Buyer or Vista Fund VI in connection with the transactions; (10) changes in economic conditions, financial markets, interest rates, political conditions, or changes in federal or state laws or regulations; (11) changes in the market price of the Class A common shares of Evolent Health, Inc .; and (12) other factors relating to The Advisory Board Company or UnitedHealth Group Incorporated discussed in the âRisk Factorsâ section in their respective annual reports on Form 10-K for the last financial year ended, and in their other documents filed with of the SEC, all of which are available at http://www.sec.gov. The Advisory Board Company, Optum, and UnitedHealth Group Incorporated assume no obligation to update or revise this communication as a result of new information, future events or otherwise, except as required by applicable law otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
No assurance can be given that these are all factors that could cause actual results to differ materially from those described in forward-looking statements. There can be no assurance that the Merger will be completed, or if completed, that it will complete on time or that the expected benefits of the Merger will be realized. Each forward-looking statement is only valid as of the date of the statement in question.
Accordingly, all forward-looking statements we make in this press release are qualified by the information contained herein, including, but not limited to, (1) the information contained under this heading and (2) the information contained herein. contained under the headings “Risk Factors” and the information contained in our consolidated financial statements and the related notes included in our annual reports on Form 10-K for the year ended December 31, 2016, our quarterly reports on Form 10-Q for the quarter ended March 31, 2017, our quarterly reports on Form 10-Q for the quarter ended June 30, 2017 and our quarterly reports on Form 10-Q for the quarter ended September 30, 2017.
Except as required by applicable law, we do not undertake to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE The Advisory Board Society