DEFA14A: Cross Country Healthcare Merger Faces Delay as FTC Issues Second Request

Cross Country Healthcare's merger with Aya Healthcare is now expected to close in the second half of 2025 due to a second request for information from the FTC.

Summary

• Cross Country Healthcare, Inc. entered into a merger agreement with Aya Holdings II Inc. on December 3, 2024.
• On February 20, 2025, both Cross Country Healthcare and Aya received a second request for additional information from the FTC regarding the merger.
• This second request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days after both companies substantially comply with the request.
• The company now anticipates the merger will close in the second half of 2025, pending stockholder approval and satisfaction of other closing conditions.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the delay in the merger, indicating increased uncertainty and potential risks. However, the companies are cooperating with the FTC, which provides some reassurance.

Positives

• The company and Aya are cooperating with the FTC.
• The merger is still expected to close, albeit later than initially anticipated.

Negatives

• The merger closing is delayed due to the FTC's second request for information.
• The delay introduces uncertainty and could potentially impact the deal's terms or outcome.

Risks

• The merger may not be completed if conditions are not satisfied or waived.
• Regulatory approval may not be obtained or may be subject to unanticipated conditions.
• The delay could divert management time and disrupt business operations.
• The announcement of the delay could adversely affect the market price of Cross Country Healthcare's common stock.
• The delay could negatively impact the company's ability to retain customers and key personnel.
• Competing offers could be made.
• Unexpected costs, charges, or expenses could result from the merger.
• Potential litigation relating to the merger could be instituted against the parties.

Future Outlook

The company expects the merger to close in the second half of 2025, subject to stockholder approval and other customary closing conditions.

Management Comments

• The Company and Aya have been working cooperatively with the FTC and will continue to do so.

Industry Context

Mergers in the healthcare staffing industry are subject to regulatory scrutiny to ensure they do not reduce competition or negatively impact pricing and service quality.

Stakeholder Impact

• Shareholders face uncertainty regarding the timing and potential outcome of the merger.
• Employees may experience anxiety due to the potential changes resulting from the merger.
• Customers and suppliers may be concerned about the impact of the merger on service quality and business relationships.

Next Steps

• The Company and Aya must substantially comply with the FTC's second request for information.
• The Company's stockholders must approve the merger.
• The parties must satisfy or waive the other customary closing conditions specified in the Merger Agreement.

Key Dates

Keywords

merger, Cross Country Healthcare, Aya Healthcare, FTC, antitrust, HSR Act, delay, regulatory approval