CCRN
Cross Country Healthcare INC
NASDAQ
DEFA14A: Cross Country Healthcare to be Acquired by Aya Healthcare in First Half of 2025
Sentiment:
Merger Announcement
4 December 2024 5:05 PM
Cross Country Healthcare has announced an agreement to be acquired by Aya Healthcare, with the transaction expected to close in the first half of 2025.
Summary
- Cross Country Healthcare has entered into an agreement to be acquired by Aya Healthcare.
- The acquisition is expected to close in the first half of 2025.
- Aya Healthcare is a leading healthcare talent software and staffing company.
- The combined entity will offer tech-enabled workforce solutions across the continuum of care.
- The merger aims to reduce costs and deliver high clinical outcomes for patients.
- Until the transaction closes, both companies will operate independently with no immediate changes to existing agreements.
Sentiment
Score: 7
Explanation: The document conveys a positive outlook regarding the merger, highlighting potential benefits and synergies. However, it also acknowledges risks and uncertainties, resulting in a moderately positive sentiment.
Positives
- The acquisition will create a larger entity with a broader range of services.
- The combined company is expected to offer tech-enabled workforce solutions across the continuum of care.
- The merger aims to reduce costs and deliver high clinical outcomes for patients.
- There will be no immediate changes to existing agreements or working relationships.
Negatives
- The announcement of the acquisition could potentially have adverse effects on the market price of Cross Country's stock.
- There is a risk of disruption to management time from ongoing business operations due to the proposed transaction.
- The acquisition could potentially affect the ability of Cross Country to retain customers and key personnel.
- There is a risk of potential litigation relating to the merger.
Risks
- The transaction may not close if conditions are not met or regulatory approvals are not obtained.
- There is a risk of management distraction due to the merger process.
- The acquisition 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 market price of Cross Country's stock could be adversely affected by the announcement.
- There are risks associated with economic and political changes, global pandemics, and changes in marketplace conditions.
Future Outlook
The transaction is expected to close in the first half of 2025, with the combined entity offering enhanced workforce solutions and aiming to reduce costs and improve patient outcomes.
Management Comments
- The clinical services we provide in clinical and non-clinical settings, including in schools and homes, as well as our IntellifyTM workforce platform will complement Ayas existing capabilities.
- Together, we will be able to offer customers tech-enabled workforce solutions across the continuum of care, reduce costs and deliver high clinical outcomes for patients.
- Between now and then, we remain separate, independent companies.
- There will be no interruption to our ongoing agreements and no immediate changes to how we work together.
Industry Context
This acquisition reflects a trend of consolidation in the healthcare staffing and technology sector, where companies are seeking to expand their service offerings and market reach through mergers and acquisitions.
Comparison to Industry Standards
- The acquisition of Cross Country Healthcare by Aya Healthcare is similar to other recent mergers in the healthcare staffing industry, such as the acquisition of AMN Healthcare by B.E. Smith in 2016, which aimed to create a larger, more diversified healthcare staffing company.
- The focus on tech-enabled workforce solutions aligns with the industry's move towards leveraging technology to improve efficiency and patient outcomes, similar to companies like ShiftMed and IntelyCare.
- The stated goal of reducing costs and improving patient outcomes is a common objective in the healthcare industry, with companies like Optum and UnitedHealth Group also focusing on these areas.
Stakeholder Impact
- Shareholders will receive information about the proposed transaction and will vote on the merger.
- Employees may experience changes in their roles and responsibilities after the merger.
- Customers will have access to a broader range of services and solutions.
- Suppliers will continue to work with Cross Country under existing agreements until the merger is complete.
Next Steps
- Cross Country will file a proxy statement with the SEC.
- The definitive proxy statement will be mailed to stockholders.
- The transaction is expected to close in the first half of 2025.
Key Dates
- December 4, 2024: Email sent to subcontractor agencies announcing the acquisition agreement.
- First half of 2025: Expected closing date of the acquisition.
Keywords
acquisition, merger, healthcare staffing, workforce solutions, Aya Healthcare, Cross Country Healthcare, talent software, clinical services
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.