CCRN
Cross Country Healthcare INC
NASDAQ
DEFM14A: Aya Healthcare to Acquire Cross Country Healthcare for $615 Million
Sentiment:
Merger Announcement
22 January 2025 4:27 PM
Cross Country Healthcare is set to be acquired by Aya Healthcare in a deal valued at $615 million, offering stockholders $18.61 per share in cash.
Delay expected
The applicable waiting period under the HSR Act was extended to 11:59 p.m Eastern Time on February 20, 2025.
Summary
- Cross Country Healthcare, Inc. will be acquired by Aya Healthcare for $18.61 per share in cash, totaling approximately $615 million.
- The merger agreement was unanimously approved by Cross Country's board of directors.
- The offer represents a 67% premium to Cross Country's closing price on December 3, 2024, and a 68% premium to the 30-day volume-weighted average trading price.
- Stockholders will be asked to approve the merger agreement at a special meeting on February 28, 2025.
- The transaction is expected to close in the first half of 2025, subject to customary closing conditions and regulatory approvals.
- BofA Securities delivered a fairness opinion to Cross Country's board, stating that the merger consideration is fair from a financial point of view.
- Upon completion, Cross Country will become a wholly-owned indirect subsidiary of Aya Healthcare and its shares will be delisted from Nasdaq.
Sentiment
Score: 7
Explanation: The document is generally positive, highlighting the benefits of the merger for Cross Country stockholders, including the premium offered and the board's approval. However, it also acknowledges potential risks and negatives, such as the loss of public company status and tax implications.
Positives
- Stockholders will receive $18.61 per share in cash, representing a significant premium over the recent trading price.
- The merger agreement has been unanimously approved by Cross Country's board of directors.
- BofA Securities has delivered a fairness opinion, supporting the financial attractiveness of the deal.
- The transaction is expected to close relatively quickly, in the first half of 2025.
Negatives
- Cross Country will cease to be a publicly traded company and its shares will be delisted from Nasdaq.
- The merger consideration will generally be taxable to Cross Country stockholders.
- Stockholders will not have an opportunity to participate in the surviving corporation's future earnings or growth.
Risks
- The merger is subject to customary closing conditions, including regulatory approvals, which may not be obtained.
- There is a risk that the merger agreement may be terminated under certain circumstances.
- Pending lawsuits challenging the merger could prevent or delay consummation of the merger and result in substantial costs to Cross Country.
Future Outlook
The merger is expected to be completed in the first half of 2025, subject to customary closing conditions, including stockholder approval and regulatory approvals.
Management Comments
- The Cross Country board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Cross Country and its stockholders.
Industry Context
The healthcare staffing industry is consolidating, with larger players seeking to expand their market share and service offerings through acquisitions.
Comparison to Industry Standards
- The merger consideration represents a 67% premium to Cross Country's closing price on December 3, 2024, and a 68% premium to the 30-day volume-weighted average trading price.
- Comparable transactions in the healthcare staffing industry have seen similar premium levels, reflecting the value of strategic acquisitions in this sector.
- AMN Healthcare Services, Inc. (AMN) is a comparable company in the healthcare staffing industry.
- The enterprise value to adjusted EBITDA multiples observed for AMN were 6.6x for 2024E and 9.2x for 2025E.
Stakeholder Impact
- Stockholders will receive a cash payment for their shares.
- Employees' compensation and benefits will be substantially comparable to what they received before the merger.
- The merger may impact relationships with customers, suppliers, and other business partners.
Next Steps
- Cross Country stockholders will vote on the merger agreement proposal at a special meeting on February 28, 2025.
- The parties will work to obtain required regulatory approvals.
- If approved and all conditions are met, the merger is expected to close in the first half of 2025.
Legal Proceedings
- As of the date of this proxy statement, there are no pending lawsuits challenging the merger.
- However, potential plaintiffs may file lawsuits challenging the merger.
Key Dates
- December 3, 2024: Cross Country and Aya entered into an Agreement and Plan of Merger.
- January 21, 2025: Record date for the special meeting of Cross Country stockholders.
- January 22, 2025: Proxy statement dated and first being mailed to Cross Country stockholders.
- February 28, 2025: Special meeting of Cross Country stockholders to be held.
- September 3, 2025: Original end date for the merger agreement.
- December 3, 2025: Extended end date for the merger agreement if regulatory approval is pending.
Keywords
merger agreement, acquisition, healthcare staffing, Cross Country Healthcare, Aya Healthcare, stockholders, merger
CCRN
Cross Country Healthcare INC
NASDAQ
Sector: TBD
Filings with Classifications
Worse than expected
7 May 2025 4:45 PM
Quarterly Report
- Revenue decreased by 22.6% year-over-year.
- Net loss attributable to common stockholders was $0.5 million, compared to a net income of $2.7 million in the same period last year.
Delay expected
7 May 2025 4:45 PM
Quarterly Report
- The closing of the Aya Merger is expected in the second half of 2025, subject to regulatory approvals, indicating a potential delay due to the FTC's Second Request for additional information.
Worse than expected
7 May 2025 4:28 PM
Earnings Release
- Revenue, net income, and adjusted EBITDA were all down year-over-year.
Worse than expected
16 April 2025 4:33 PM
Form 10-K/A Amendment
- The company did not achieve its minimum performance threshold for Company Annual Adjusted EBITDA of $64 million under the Annual Incentive Plan or $50 million pursuant to the additional element added during the year.
- The company slightly exceeded the threshold performance hurdle of $1.33 billion for Company Annual Revenue.
Worse than expected
5 March 2025 4:45 PM
Annual Results
- The company's revenue decreased by 33.5% year-over-year.
- The company experienced a net loss attributable to common stockholders of $14.6 million, compared to a net income of $72.6 million in the previous year.
Delay expected
5 March 2025 4:45 PM
Annual Results
- The company now expects that the Aya Merger will close in the second half of 2025, subject to the satisfaction of other customary closing conditions, including regulatory approvals, a delay from the previously expected first half of 2025.
Worse than expected
5 March 2025 4:25 PM
Earnings Release
- The company's revenue, net income, and adjusted EBITDA all decreased significantly compared to the prior year.
Delay expected
21 February 2025 5:16 PM
Form DEFA14A Filing
- The merger is delayed due to a second request for information from the FTC, pushing the expected closing to the second half of 2025.
Worse than expected
21 February 2025 5:16 PM
Form DEFA14A Filing
- The merger closing is delayed, which is worse than the initially expected timeline.
Worse than expected
21 February 2025 4:58 PM
Current Report (8-K)
- The merger closing is delayed to the second half of 2025 due to the FTC's Second Request.
Delay expected
21 February 2025 4:58 PM
Current Report (8-K)
- The merger between Cross Country Healthcare and Aya Healthcare is now expected to close in the second half of 2025 due to a second request for information from the FTC.
Delay expected
22 January 2025 4:27 PM
Merger Announcement
- The applicable waiting period under the HSR Act was extended to 11:59 p.m Eastern Time on February 20, 2025.
Better than expected
6 January 2025 10:30 PM
Schedule 13D Filing
- The increase in beneficial ownership by a prominent investment firm like Magnetar Capital is generally viewed as a positive signal by the market, indicating confidence in the company's prospects or valuation.
Better than expected
3 January 2025 6:42 PM
Beneficial Ownership Amendment
- The document indicates an increase in beneficial ownership by a significant institutional investor (Magnetar), which is generally perceived as a positive signal of confidence in the company's future prospects.
- Magnetar's stake has grown to 7.20%, indicating a substantial and growing commitment to the company.
Better than expected
4 December 2024 5:16 PM
Merger Announcement
- The acquisition price represents a significant premium for Cross Country shareholders, indicating a better than expected outcome for them.
Better than expected
4 December 2024 4:50 PM
Merger Announcement
- The acquisition includes a substantial premium of 67% and 68% over recent trading prices, indicating a better than expected outcome for shareholders.
Better than expected
4 December 2024 8:50 AM
Merger Announcement
- The acquisition price represents a significant premium of 67% to Cross Country's closing price on December 3, 2024, indicating a better than expected outcome for shareholders.
Worse than expected
7 November 2024 3:59 PM
Quarterly Report
- The company's revenue decreased by 28.8% year-over-year, indicating a worse performance compared to the previous year.
- Net income attributable to common stockholders decreased significantly from $12.8 million to $2.6 million year-over-year, indicating a worse performance compared to the previous year.
- The Nurse and Allied Staffing segment experienced a 33.2% revenue decline, indicating a worse performance compared to the previous year.
Worse than expected
6 November 2024 4:28 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's gross profit margin also declined, further contributing to the worse than expected results.
Worse than expected
1 August 2024 10:15 AM
Quarterly Report
- The company's revenue decreased by 37% year-over-year.
- The company reported a net loss of $16.1 million compared to a net income of $21.3 million in the same period last year.
- The Nurse and Allied Staffing segment experienced a significant revenue decline of 41.2%.
Worse than expected
31 July 2024 4:26 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
Worse than expected
9 May 2024 4:05 PM
Current Report
- The company is expecting a $20 million bad debt charge, which is a negative impact on their financials.
Worse than expected
2 May 2024 7:12 AM
Quarterly Report
- The company's revenue decreased by 39% year-over-year, indicating a significant downturn in performance.
- Net income attributable to common stockholders decreased substantially from $29.4 million to $2.7 million, reflecting a significant decline in profitability.
Worse than expected
1 May 2024 4:27 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's gross profit margin also declined, further indicating worse than expected results.
- The company's diluted EPS and adjusted EPS were also significantly lower than the prior year, indicating worse than expected results.
Worse than expected
1 April 2024 8:00 AM
Proxy Statement
- The company did not achieve its threshold performance hurdles for Company Annual Adjusted EBITDA or Company Annual Revenue in Fiscal 2023, resulting in no awards for the Objective Bonus component for NEOs.
- The company's Fiscal 2023 Adjusted EBITDA margin of 7.2% was below the performance hurdle of 7.5%.
Worse than expected
22 February 2024 6:05 PM
Annual Results
- The company's revenue decreased by 28% year-over-year, indicating worse than expected results.
- Net income attributable to common stockholders decreased significantly, indicating worse than expected results.
Worse than expected
21 February 2024 4:24 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's guidance for Q1 2024 also indicates a continued decline in financial performance.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.