Symbion (NASDAQ:SMBI)
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Symbion, Inc. (NASDAQ:SMBI), an owner and operator of short stay
surgical facilities, announced today that it has entered into a merger
agreement with a newly formed subsidiary of Crestview Partners, L.P., a
New York-based private equity firm. Under the terms of the merger
agreement, holders of Symbion common stock will receive $22.35 per share
in cash for their shares. This price represents a 17.4% premium to the
closing price on April 23, 2007. The transaction is valued at
approximately $637 million, including the assumption of certain debt
obligations.
Symbion’s Board of Directors approved the
transaction following the unanimous recommendation of a Special
Committee of independent directors formed for the purpose of evaluating
the potential merger. The transaction is expected to close in the third
quarter of 2007, subject to approval by Symbion’s
stockholders, requisite regulatory and antitrust approvals and other
customary closing conditions. The transaction is not subject to a
financing condition.
Commenting on the transaction, Richard E. Francis, Jr., chairman and
chief executive officer of Symbion, said, “We
believe this transaction is in the best interests of Symbion’s
stockholders and will provide the Company with the resources to continue
its mission of building a national network of quality surgical
facilities. We look forward to working with our new partners to reach
the common goal of assisting Symbion in achieving its strategic
objectives.”
Tom Murphy, managing director of Crestview Partners, said, “The
surgery center industry is in a period of unprecedented growth and
transition. Surgical facilities provide quality medical care at lower
costs, greater convenience and enhanced efficiency. Symbion is an
industry leader in the breadth and quality of services it provides to
both physicians and patients. Symbion’s
management team has extensive experience in the healthcare industry. We
are excited to back such a talented and entrepreneurial team. Supported
by Crestview’s partnership, we believe Symbion
has an exciting future.”
The merger agreement allows Symbion until May 25, 2007, to actively
solicit other possible bidders and, thereafter, subject to certain
conditions, to respond to unsolicited inquiries by other persons
interested in acquiring the Company. In accordance with the merger
agreement, Symbion’s Board of Directors,
through its Special Committee and with the assistance of its independent
advisors, intends to solicit superior proposals. Symbion advises that
there can be no assurance that the solicitation of superior proposals
will result in an alternative transaction. During the 14-day period
through and including May 7, 2007, Crestview does not have a contractual
right to be advised of or match the terms of any superior proposal.
Should a superior offer be received and accepted, Symbion may, subject
to certain conditions (including payment of a termination fee),
terminate the merger agreement with the Crestview Partners affiliate. In
connection with such termination, the Company must pay a fee of $12.5
million to an affiliate of Crestview Partners, unless such termination
is in connection with a proposal received prior to the start of the
no-shop period, in which case the Company must pay a fee of $5.0 million
to such Crestview Partners affiliate.
Bear, Stearns & Co. Inc. is acting as financial advisor to the Special
Committee, and Akin Gump Strauss Hauer & Feld LLP is acting as legal
counsel to the Special Committee. Waller Lansden Dortch & Davis, LLP is
acting as legal counsel to Symbion. Crestview Partners has been advised
by Merrill Lynch & Co. as exclusive financial advisor and Davis Polk &
Wardwell as counsel. Merrill Lynch & Co. and Bank of America have
committed to provide the debt financing associated with this
transaction. Northwestern Mutual Life Insurance Company is a co-investor
in the transaction.
The Company also announced that, given the pending transaction, it would
not be hosting a conference call for its first quarter earnings release
on Thursday, April 26, 2007, as had been previously announced. However,
the Company still intends to issue a press release on the results of its
first quarter on Wednesday, April 25, 2007, after the market closes.
Additional Information and Where to Find It
In connection with the proposed merger, Symbion will prepare a proxy
statement for the stockholders of the Company to be filed with the SEC.
Before making any voting decision, the Company’s
stockholders are urged to read the proxy statement regarding the merger
carefully in its entirety when it becomes available because it will
contain important information about the proposed transaction. The Company’s
stockholders and other interested parties will be able to obtain,
without charge, a copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC’s
website at http://www.sec.gov. The
Company’s stockholders and other interested
parties will also be able to obtain, without charge, a copy of the proxy
statement and other relevant documents (when available) by directing a
request by mail or telephone to Symbion, Inc., 40 Burton Hills
Boulevard, Suite 500, Nashville, Tennessee 37215, Attention: R. Dale
Kennedy, telephone: (615) 234-5900, or from the Company’s
website, www.symbion.com.
Participants in the Solicitation
Symbion and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from its stockholders in
connection with the merger. A description of the interests of Symbion’s
directors and executive officers in Symbion is set forth in the proxy
statement for Symbion’s 2007 annual meeting
of stockholders, which was filed with the SEC on April 3, 2007. Any
benefits to be received by Symbion’s
directors and executive officers in connection with the merger will be
described in the definitive proxy statement/prospectus. Investors and
stockholders can obtain additional information regarding the direct and
indirect interests of Symbion directors and executive officers in the
merger by reading the definitive proxy statement when it becomes
available.
About Symbion, Inc.
Symbion, Inc., headquartered in Nashville, Tennessee, owns and operates
a network of 59 short stay surgical facilities in 23 states. The Company’s
facilities provide non-emergency surgical procedures across many
specialties.
About Crestview Partners, L.P.
Crestview is a $1.5 billion private equity firm established in 2004 by a
group of former Goldman Sachs partners including Robert Hurst, Tom
Murphy and Barry Volpert. Crestview is backed by a sophisticated group
of investors, including many leading entrepreneurs and institutions.
Crestview’s professionals have led more than
$20 billion in acquisitions and buyouts.
About Northwestern Mutual Capital
Northwestern Mutual Capital invests in the mezzanine, direct private
equity, private equity fund, and private fixed income markets on behalf
of The Northwestern Mutual Life Insurance Company, managing portfolios
with holdings in excess of $20 billion. Northwestern Mutual Capital has
offices in Milwaukee and London and invests globally throughout North
America, Europe, Australia, and Asia.
This press release contains forward-looking statements based on
management’s current expectations and
projections about future events and trends that management believes may
affect the Company’s financial condition,
results of operations, business strategy and financial needs. The
words “anticipate,”
“believe,” “continue,”
“estimate,” “expect,”
“intend,” “may,”
“plan,” “will”
and similar expressions are generally intended to identify
forward-looking statements. These statements, including those
regarding the Company’s growth, continued
success and prospects from the merger, have been included in reliance on
the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. These
statements involve risks, uncertainties and other factors that may cause
actual results to differ from the expectations expressed in the
statements. Many of these factors are beyond the ability of the
Company to control or predict. These factors include, without
limitation: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (ii) the outcome of any legal proceedings that may be
instituted against Symbion and others following announcement of the
merger agreement; (iii) the inability to complete the merger due to the
failure to obtain stockholder approval or the failure to satisfy other
conditions to completion of the merger, including the receipt of
stockholder approval and expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iv) the failure
to obtain the necessary debt financing arrangements set forth in
commitment letters received in connection with the merger; (v) risks
that the proposed transaction disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
merger; (vi) the ability to recognize the benefits of the merger; (vii)
the amount of the costs, fees, expenses and charges related to the
merger and the actual terms of certain financings that will be obtained
for the merger; and (viii) other risks and uncertainties detailed from
time to time in the Company’s filings with
the Securities and Exchange Commission. In light of the
significant uncertainties inherent in the forward-looking statements
contained in this press release, you should not place undue reliance on
them. The Company undertakes no obligation to update any
forward-looking statements or to make any other forward-looking
statements, whether as a result of new information, future events or
otherwise.