CCRN
Cross Country Healthcare INC
NASDAQ
DEFA14A: Aya Healthcare to Acquire Cross Country Healthcare in $615 Million Deal
Sentiment:
Merger Announcement
4 December 2024 5:16 PM
Aya Healthcare will acquire Cross Country Healthcare for $18.61 per share in cash, valuing the transaction at approximately $615 million.
Better than expected
The acquisition price represents a significant premium for Cross Country shareholders, indicating a better than expected outcome for them.
Summary
- Aya Healthcare has agreed to acquire Cross Country Healthcare for $18.61 per share in an all-cash transaction valued at approximately $615 million.
- The acquisition price represents a 67% premium over Cross Country's closing price on December 3, 2024, and a 68% premium over the 30-day volume-weighted average trading price.
- The merger aims to combine the strengths of both companies, expanding Aya's services to include Cross Country's clinical services in non-clinical settings.
- The combined entity will offer a broader range of workforce solutions, including travel nursing, allied health, per diem, permanent staff hiring, interim leadership, locum tenens, and non-clinical professionals.
- Clients will benefit from a full suite of technology solutions, including vendor management, float pool technology, provider services, and predictive analytics.
- The transaction is expected to close in the first half of 2025, pending approval from Cross Country stockholders and regulatory approvals.
- Cross Country will become a private company and its stock will be delisted from the NASDAQ upon completion of the acquisition.
- John A. Martins will continue as President and CEO of Cross Country after the acquisition to ensure a smooth transition.
Sentiment
Score: 8
Explanation: The document conveys a positive sentiment due to the significant premium offered to shareholders, the strategic benefits of the merger, and the optimistic statements from management. The deal is presented as a win-win for both companies and their stakeholders.
Positives
- The acquisition provides a significant premium to Cross Country's stockholders, with a 67% premium over the closing price on December 3, 2024.
- The merger will create a more diversified and comprehensive workforce solutions provider.
- Clients will have access to a broader range of services and technology.
- Clinicians will have more assignment opportunities and flexibility.
- Employees of both companies will benefit from shared best practices and growth opportunities.
Negatives
- Cross Country will become a private company, and its stock will no longer trade on the NASDAQ.
- The transaction is subject to regulatory approvals and may not be completed as expected.
- There is a risk of potential litigation related to the merger.
Risks
- The transaction is subject to regulatory approvals, which may not be obtained or may come with unanticipated conditions.
- There is a risk that the closing conditions may not be satisfied, or the transaction may not close.
- The merger could lead to a diversion of management time and disruption of ongoing business operations.
- Announcements related to the merger could negatively impact the market price of Cross Country's stock.
- The merger could adversely affect Cross Country's ability to retain customers, key personnel, and maintain relationships with suppliers.
- There is a risk of potential litigation related to the merger.
- The combined company will be subject to economic and political changes, global pandemics, and market conditions that could affect its profitability.
Future Outlook
The transaction is expected to close in the first half of 2025, subject to stockholder and regulatory approvals. The combined company aims to provide enhanced value to healthcare systems, schools, clinicians, and non-clinical professionals.
Management Comments
- Alan Braynin, president and CEO of Aya, stated that the merger will bring more innovative solutions and exceptional service across the industry.
- John A. Martins, president and CEO of Cross Country, said the transaction will deliver significant and immediate value to stockholders and enhance services for clients.
- Kevin C. Clark, co-founder and chairman of Cross Country, expressed confidence that the combined company will be better positioned to achieve its goals.
Industry Context
This acquisition reflects a trend of consolidation in the healthcare staffing industry, where companies are seeking to expand their service offerings and geographic reach. The combination of Aya and Cross Country will create a larger player with a more diversified portfolio of services.
Comparison to Industry Standards
- The 67% premium offered to Cross Country shareholders is significantly higher than typical acquisition premiums in the healthcare staffing sector, suggesting a strong desire by Aya to secure the deal.
- The all-cash nature of the deal is also notable, as it provides immediate liquidity to Cross Country shareholders, unlike deals involving stock swaps.
- The combined entity will be a major player in the healthcare staffing market, potentially rivaling other large firms such as AMN Healthcare and CHG Healthcare.
- The focus on technology integration and data analytics aligns with industry trends towards leveraging digital solutions to improve efficiency and reduce costs.
- The expansion into non-clinical settings like schools and homes is a strategic move to diversify service offerings and capture new market segments, similar to other companies expanding into telehealth and home health.
Stakeholder Impact
- Shareholders of Cross Country will receive a significant premium for their shares.
- Employees of both companies will have opportunities for growth and development.
- Clients will benefit from a broader range of services and technology.
- Clinicians will have more assignment opportunities and flexibility.
Next Steps
- Cross Country will file a proxy statement with the SEC.
- Cross Country will hold a special meeting of stockholders to vote on the merger.
- The companies will seek regulatory approvals for the transaction.
- The companies will work towards closing the transaction in the first half of 2025.
Key Dates
- December 3, 2024: Date of the Merger Agreement and Cross Country's closing stock price used for premium calculation.
- December 4, 2024: Date of the announcement of the acquisition agreement.
- First half of 2025: Expected completion of the transaction.
- September 3, 2025: Original End Date for the merger.
- December 3, 2025: Extended End Date for the merger if antitrust approvals are pending.
Keywords
acquisition, merger, healthcare staffing, workforce solutions, Aya Healthcare, Cross Country Healthcare, travel nursing, locum tenens, per diem, permanent staffing, clinical services, technology solutions
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.