DEFA14A: Premier Urges Stockholders to Vote FOR Patient Square Merger

Premier, Inc. is reminding stockholders to vote FOR the proposed merger with Patient Square Capital at the upcoming special meeting on November 21, 2025.

Summary

• Premier, Inc. sent letters to registered and street name shareholders on or about November 3, 2025, reminding them of the upcoming special meeting.
• The special meeting will be held virtually on November 21, 2025, to vote on the proposed merger with Patient Square Capital.
• Premier's Board of Directors unanimously recommends voting FOR the merger and related proposals.
• Stockholders are urged to vote today by telephone, internet, or by returning the proxy card/voting instruction form.
• Assistance for voting is available through Premier's proxy solicitor, Innisfree M&A Incorporated, at (877) 750-9501 or +1 (412) 232-3651, or via email to Ben Krasinski (Senior Director, Investor Relations) or Andy Brailo (Chief Commercial Officer).

Sentiment

Score: 7

Explanation: The sentiment is positive regarding the merger, as the Board unanimously recommends it and management is actively soliciting votes. However, the filing is primarily procedural and includes standard risk disclosures, tempering an overwhelmingly positive score.

Positives

• The Board of Directors unanimously recommends voting FOR the merger, indicating strong internal support.
• The merger is presented as having potential benefits, though specific details are not in this reminder.

Negatives

• Significant transaction costs are a risk associated with the merger.
• Potential disruption to current plans and operations, and diversion of management's attention due to the merger.

Risks

• Inability to consummate the merger within the anticipated time period, or at all, due to failure to obtain required regulatory approvals, satisfy other conditions (including stockholder approval), or complete contemplated financing arrangements.
• Adverse effects on the market price of Premier Class A Common Stock due to merger announcements.
• Disruption from the merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with customers, vendors, and others.
• Occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement.
• Risk of litigation and/or regulatory actions related to the merger or unfavorable results from currently pending or future litigation and proceedings.

Future Outlook

The filing includes forward-looking statements regarding the potential benefits of the merger, anticipated growth rates, the company's plans, objectives, expectations, and the anticipated timing of closing the merger. However, it also cautions that actual events and circumstances are difficult to predict and may differ from assumptions, and that the company cannot guarantee future results.

Management Comments

• "We have recently sent you proxy materials for the upcoming Premier, Inc. Special Meeting that will be held on November 21, 2025, in connection with the proposed merger with Patient Square Capital (the Merger). Our Board of Directors unanimously recommends that you vote FOR the Merger and related proposals." Michael J. Alkire, President and Chief Executive Officer
• "Your vote is important, no matter how many shares you own. If you have not already done so, please vote TODAY by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided." Michael J. Alkire, President and Chief Executive Officer

Industry Context

This announcement relates to a proposed merger of Premier, Inc., a healthcare improvement company, with Patient Square Capital, a healthcare-focused private equity firm. Such mergers are common in the healthcare sector as companies seek to optimize operations, expand market reach, or respond to evolving industry dynamics, often involving private equity for strategic restructuring or growth capital.

Corporate Governance

Legal Proceedings

• Risk of litigation and/or regulatory actions related to the merger or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future.

Stakeholder Impact

• Shareholders: Directly impacted by the merger vote, which will determine the future ownership and strategic direction of Premier, Inc. and the value of their shares.
• Employees: Risk of disruption from the merger making it more difficult to retain and hire key personnel.
• Customers and Vendors: Risk of disruption from the merger making it more difficult to maintain relationships with them.

Next Steps

• Stockholders to cast their votes on the proposed merger and related proposals.
• The Special Meeting of Stockholders to be held virtually on November 21, 2025.
• Completion of the merger, subject to stockholder approval, regulatory approvals, and other closing conditions.

Key Dates

Keywords

Premier Inc., Patient Square Capital, Merger, Proxy Statement, Special Meeting, Stockholder Vote, Corporate Governance, Healthcare, Acquisition