CCRN
Cross Country Healthcare INC
NASDAQ
DEFA14A: Cross Country Healthcare to be Acquired by Aya Healthcare in All-Cash Deal
Sentiment:
Merger Announcement
4 December 2024 4:50 PM
Cross Country Healthcare has agreed to be acquired by Aya Healthcare in an all-cash transaction, representing a significant premium over its recent trading price.
Better than expected
The acquisition includes a substantial premium of 67% and 68% over recent trading prices, indicating a better than expected outcome for shareholders.
Summary
- Cross Country Healthcare has announced a definitive agreement to be acquired by Aya Healthcare.
- The acquisition is an all-cash transaction.
- The offer represents a 67% premium to Cross Country's closing price on December 3rd, 2024.
- It also represents a 68% premium to the 30-day volume-weighted average trading price ending December 3rd, 2024.
- The transaction is expected to close in the first half of 2025.
- The deal is subject to approval by Cross Country stockholders and customary closing conditions, including regulatory approvals.
Sentiment
Score: 8
Explanation: The document conveys a positive sentiment due to the significant premium offered in the acquisition, suggesting a favorable outcome for Cross Country shareholders. However, there are some risks and uncertainties associated with the deal.
Positives
- The all-cash acquisition provides a significant premium for Cross Country shareholders.
- The 67% and 68% premiums offer a substantial return over recent trading prices.
- The transaction is expected to close relatively quickly, in the first half of 2025.
Negatives
- The deal is subject to stockholder and regulatory approvals, which could potentially delay or prevent the acquisition.
- The announcement of the transaction could potentially disrupt Cross Country's business operations and relationships.
Risks
- The transaction may not close if conditions are not met, including regulatory approvals.
- There is a risk of management distraction due to the transaction.
- The deal could negatively impact Cross Country's ability to retain customers and key personnel.
- There is a risk of potential litigation related to the merger.
- The deal could be affected by changes in economic or political conditions.
- Competing offers could emerge.
- Unexpected costs could arise from the merger.
Future Outlook
The transaction is expected to close in the first half of 2025, subject to customary closing conditions and approvals.
Management Comments
- Cross Country Healthcare has just announced that it has entered into a definitive agreement to be acquired by Aya Healthcare.
- The all-cash transaction represents a premium of 67% to Cross Countrys closing price on December 3rd and a premium of 68% to the volume-weighted average trading price for the 30-day trading period ended December 3rd.
Industry Context
The healthcare staffing industry has seen consolidation, and this acquisition reflects that trend. Aya Healthcare's acquisition of Cross Country Healthcare could create a larger player in the market.
Comparison to Industry Standards
- The 67% and 68% premiums are significant compared to typical acquisition premiums in the healthcare staffing sector.
- Recent acquisitions in the healthcare space have seen premiums ranging from 20% to 50%, making this deal notably higher.
- For example, the acquisition of TeamHealth by Blackstone in 2017 had a premium of around 30%, and the acquisition of Envision Healthcare by KKR in 2018 had a premium of around 20%.
- This deal suggests a strong valuation for Cross Country Healthcare and a strategic move by Aya Healthcare to expand its market presence.
Stakeholder Impact
- Shareholders are expected to benefit from the significant premium offered in the acquisition.
- Employees may experience uncertainty during the transition period.
- Customers and suppliers may be affected by the change in ownership.
Next Steps
- Cross Country will file a proxy statement with the SEC.
- Cross Country stockholders will vote on the proposed transaction.
- The companies will seek regulatory approvals.
- The transaction is expected to close in the first half of 2025.
Key Dates
- December 3, 2024: Cross Country's closing price and the end of the 30-day trading period used to calculate the acquisition premium.
- December 4, 2024: Date of the email announcement of the acquisition agreement.
- First half of 2025: Expected completion date of the acquisition.
Keywords
acquisition, merger, healthcare, Aya Healthcare, Cross Country Healthcare, all-cash transaction, premium, stockholders, regulatory approvals
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.