Envision Healthcare And AMSURG To Merge

(RTTNews) - Envision Healthcare Holdings Inc. (EVHC) and AMSURG Corp. (AMSG) announced that they have signed a definitive merger agreement by which the companies will combine in an all-stock transaction at a fixed exchange ratio of 0.334 AMSURG shares per Envision share.

The combined organization will have a pro forma market capitalization of approximately $10 billion and enterprise value of approximately $15 billion based on the closing stock prices of Envision and AMSURG on June 14, 2016.

Envision shareholders will own about 53% percent and AMSURG shareholders will own about 47% percent of the combined organization on a fully diluted basis, including preferred shares.

The transaction has been unanimously approved by the Boards of Directors of both companies.

The transaction is expected to be accretive to the two companies' combined adjusted earnings per share in 2017 and double-digit accretive in 2018.

The combination is expected to result in $100 million of synergies, anticipated to be fully realized within three years of closing. Synergies are expected to be derived through cost savings as well as meaningful revenue synergies from an enhanced portfolio and cross-selling opportunities.

Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The Company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC.

Upon closing of the transaction, William Sanger, who serves currently as President, Chief Executive Officer and Chairman of the Board of Envision, will be Executive Chairman of the Board. Christopher A. Holden will be President and Chief Executive Officer of the combined company, the same positions he holds at AMSURG.

Claire Gulmi, AMSURG's Chief Financial Officer, will retain that role at the combined company; Randy Owen, Envision's Chief Financial Officer and Chief Operating Officer, will serve as President of Ambulatory Services at the combined company; and Robert Coward, current President of Sheridan and Chief Development Officer of AMSURG, will serve as President of Physician services. The newly formed Board will consist of 14 directors, comprised of equal numbers of current Envision and AMSURG directors, including Mr. Sanger and Mr. Holden.