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8-K - FORM 8-K - AMSURG CORP | g26773e8vk.htm |
Exhibit 99
Press Release |
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Contact: | Claire M. Gulmi Executive Vice President and Chief Financial Officer (615) 665-1283 |
AMSURG ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE
NATIONAL SURGICAL CARE FOR $173.5 MILLION
NATIONAL SURGICAL CARE FOR $173.5 MILLION
ACCRETIVE TRANSACTION WILL ADD 16 MULTI-SPECIALTY AND
2 GI AMBULATORY SURGERY CENTERS TO AMSURG
2 GI AMBULATORY SURGERY CENTERS TO AMSURG
NASHVILLE, Tenn. (April 7, 2011) Christopher A. Holden, President and Chief Executive Officer
of AmSurg Corp. (NASDAQ: AMSG), today announced the signing of a definitive merger agreement for
the acquisition of Dallas, TX-based National Surgical Care (NSC) for $173.5 million in cash.
NSC owns and operates 18 ambulatory surgery centers, including 16 multi-specialty centers and
two centers that specialize in gastroenterology procedures, which, in
total, performed over 100,000
cases during 2010. NSCs consolidated revenues for the year were $124.5 million and its
adjusted EBITDA was $21.5 million. AmSurg intends to fund the transaction with available cash and
additional borrowings and has exercised the accordion feature on its revolving credit facility,
allowing the Company to borrow up to $450 million from $375 million previously. AmSurg expects to
complete the transaction, subject to normal closing conditions, regulatory approvals and clearance
under the Hart-Scott-Rodino Act, by the end of the second quarter.
Commenting on the announcement, Mr. Holden said, We are very pleased to announce this
definitive agreement with NSC. NSCs CEO, Sami Abbasi, and his team have developed a premier
organization that operates 18 large, high quality and well managed ASCs, staffed with outstanding
center teams. These centers are located across the U.S. in nine states and compliment and expand
our existing footprint. Through this transaction, we will increase our multi-specialty ASCs to a
total of 43, based on year-end 2010 numbers, making AmSurgs network of majority-owned
multi-specialty centers one of the largest among ASC companies in the country, in addition to our
leading positions in the single surgical specialty markets for GI ASCs and ophthalmology ASCs.
This strategic acquisition diversifies our portfolio and advances our vision of becoming a global
leader in ambulatory healthcare services.
Sami S. Abbasi, Chairman and Chief Executive Officer of NSC, remarked, We are also pleased to
be joining AmSurg, a company whose physician-centric culture and commitment to excellence mirror
our own. We are proud of NSCs accomplishments in the development of high quality centers that
provide outstanding services and operating performance for our physician partners and excellent
care for our patients. Our mission has always been to be the surgical provider of choice in our
communities, with a culture that attracts the best possible people and
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AMSG Announces Definitive Agreement to Acquire National Surgical Care
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April 7, 2011
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April 7, 2011
that promotes learning, continuous improvement and growth. We are confident that our agreement to
join AmSurg represents the right opportunity to carry this mission forward successfully.
Mr. Holden added, We expect this transaction to be accretive to our 2012 financial results
and, excluding transaction costs, to our results for 2011. We will address the specific impact of
the transaction on our guidance for 2011 after the transaction is complete. In addition, we will
continue working to meet our 2011 guidance for adding 18 to 20 new centers, which did not include
this transaction. With moderate leverage, strong cash flow and significant availability remaining
on our revolving credit facility, we believe we have the resources to achieve this objective.
AmSurg
Corp. will hold a conference call to discuss this release today at 5:00 p.m. Eastern
time. Investors will have the opportunity to listen to the conference call over the Internet by
going to www.amsurg.com and clicking Investors or by going to www.earnings.com at least 15
minutes early to register, download, and install any necessary audio software. For those who
cannot listen to the live broadcast, a replay will be available at these sites shortly after the
call and continue for 30 days.
This press release contains forward-looking statements. These statements, which have been
included in reliance on the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements
may be affected by the important factors, among others, set forth in AmSurgs Annual Report on Form
10-K for the fiscal year ended December 31, 2010, and other filings with the Securities and
Exchange Commission, including the following risks: adverse impacts on the Companys business
associated with current and future economic conditions; the risk that payments from third-party
payors, including government healthcare programs, may decrease or not increase as the Companys
costs increase; adverse developments affecting the medical practices of the Companys physician
partners; the Companys ability to maintain favorable relations with its physician partners; the
Companys ability to acquire and develop additional surgery centers on favorable terms; the
Companys ability to grow revenues by increasing procedure volume while maintaining its operating
margins and profitability at its existing centers; the Companys ability to manage the growth in
its business; the Companys ability to obtain sufficient capital resources to complete acquisitions
and develop new surgery centers; the Companys ability to compete for physician partners, managed
care contracts, patients and strategic relationships; adverse weather and other factors that may
affect the Companys surgery centers; the Companys failure to comply with applicable laws and
regulations; the risk of changes in legislation, regulations or regulatory interpretations that may
negatively affect the Company; the risk of becoming subject to federal and state investigation; the
risk of regulatory changes that may obligate the Company to buy out interests of physicians who are
minority owners of its surgery centers; potential liabilities associated with the Companys status
as a general partner of limited partnerships; liabilities for claims brought against our
facilities; the Companys legal responsibility to minority owners of its surgery centers, which may
conflict with its interests and prevent it from acting solely in its best interests; risks
associated with the potential write-off of the impaired portion of intangible assets; and potential
liability relating to
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AMSG Announces Definitive Agreement to Acquire National Surgical Care
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April 7, 2011
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April 7, 2011
the tax deductibility of goodwill. Consequently, actual results, performance or developments may
differ materially from the forward-looking statements included above. AmSurg disclaims any intent
or obligation to update these forward-looking statements.
AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with
physician practice groups throughout the United States. At December 31, 2010, AmSurg owned a
majority interest in 204 continuing centers in operation and had one center under development.
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