8-K: Cross Country Healthcare Stockholders Approve Acquisition by Aya Healthcare

Cross Country Healthcare stockholders have approved the proposed acquisition by Aya Healthcare, expected to close in the second half of 2025.

Summary

• Cross Country Healthcare, Inc. held a special meeting of stockholders on February 28, 2025, to vote on proposals related to its merger with Aya Healthcare.
• Stockholders approved the merger agreement, paving the way for Aya Healthcare to acquire Cross Country Healthcare.
• The merger is expected to close in the second half of 2025, subject to customary closing conditions and regulatory approvals.
• Upon completion of the merger, Cross Country Healthcare will become a private company, and its common stock will be delisted from the NASDAQ.
• At the Special Meeting, the holders of 25,680,210 shares of Company Common Stock were present or represented by proxy, representing approximately 78.25% of the total outstanding shares of Company Common Stock as of the Record Date, which constituted a quorum.
• The Merger Agreement Proposal received 25,660,468 votes for, 11,313 votes against, and 8,429 abstentions.
• The Advisory Merger-Related Compensation Proposal received 24,322,272 votes for, 1,273,136 votes against, and 84,802 abstentions.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the merger is progressing as expected, with stockholder approval secured. However, the deal is not yet closed and is subject to regulatory approvals and other conditions.

Positives

• Stockholder approval removes a significant hurdle for the completion of the merger.
• The company expects to complete the transaction in the second half of 2025.
• BofA Securities, Inc. is serving as financial advisor and Davis Polk & Wardwell LLP is serving as legal advisor to Cross Country.

Risks

• The merger is subject to customary closing conditions, including regulatory approvals, which may not be obtained.
• The transaction could be delayed or terminated if closing conditions are not met or waived.
• There are risks related to disruption of management time from ongoing business operations due to the proposed Merger.
• Potential litigation relating to the Merger could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto.

Future Outlook

The merger is expected to close in the second half of 2025, subject to customary closing conditions and regulatory approvals. Upon completion, Cross Country Healthcare will become a private company.

Management Comments

• Cross Country Healthcare has obtained all requisite stockholder approvals in connection with its proposed acquisition by Aya Healthcare.

Industry Context

The healthcare staffing industry is consolidating, with larger players seeking to expand their market share through acquisitions. This merger reflects that trend.

Comparison to Industry Standards

• Aya Healthcare is a major player in the healthcare staffing industry, similar in scale to AMN Healthcare and other large staffing firms.
• The acquisition of Cross Country Healthcare is comparable to other recent mergers and acquisitions in the healthcare staffing sector, such as AMN Healthcare's acquisition of B.E. Smith.

Stakeholder Impact

• Shareholders will receive consideration as part of the merger agreement.
• Employees may experience changes as the company transitions to private ownership.
• Customers and suppliers may see changes in their relationships with Cross Country Healthcare following the merger.

Next Steps

• Obtain necessary regulatory approvals.
• Satisfy or waive customary closing conditions.
• Complete the merger transaction in the second half of 2025.
• Delist Cross Country Healthcare's common stock from the NASDAQ.

Key Dates