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8-K - FORM 8-K - AMSURG CORP | g27981e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contact: | Claire M. Gulmi | ||
Executive Vice President and | ||||
Chief Financial Officer | ||||
(615) 665-1283 |
AMSURG ANNOUNCES REVISED DEFINITIVE AGREEMENT WITH
NATIONAL SURGICAL CARE
NATIONAL SURGICAL CARE
$135 MILLION ASSET PURCHASE TRANSACTION EXPECTED TO ADD EARNINGS
IN A RANGE OF $0.09 TO $0.13 PER DILUTED SHARE FOR 2012
IN A RANGE OF $0.09 TO $0.13 PER DILUTED SHARE FOR 2012
NASHVILLE,
Tenn. (August 24, 2011) Christopher A. Holden, President and Chief Executive Officer
of AmSurg Corp. (NASDAQ: AMSG), today announced that AmSurg and National Surgical Care (NSC) have
signed a revised definitive agreement under which AmSurg will purchase substantially all of NSCs
assets for $135 million in cash. If earnings from the purchased assets exceed specified targets
for 2012, an additional payment of up to $7.5 million in cash will be made. The asset purchase is
expected to be completed on or about September 1, 2011.
The assets to be purchased include 17 ambulatory surgery centers, 15 of which are
multi-specialty centers and two of which specialize in gastroenterology procedures. One
multi-specialty center will be held for potential sale within 90 days of the completion of the
transaction to the centers physicians under a change of control provision in their existing
partnership agreement. Excluding this center, the other 16 centers to be purchased produced
revenue for the trailing 12 months ended June 30, 2011 of approximately $108 million and adjusted
EBITDA of approximately $17 million.
As previously discussed, the acquisition is expected to be accretive to the Companys 2012
financial results and to its 2011 financial results, excluding transaction costs. For 2012,
AmSurgs guidance is for a positive earnings impact in a range of $0.09 to $0.13 per diluted share.
For 2011, AmSurgs guidance is for a positive earnings impact in a range of $0.02 to $0.03 per
diluted share, excluding transaction costs for the second half of 2011 of approximately $0.12 per
diluted share.
Commenting on the announcement, Mr. Holden said, We are pleased to report this revised
definitive agreement with NSC for a purchase that represents a compelling opportunity for AmSurg.
In addition to being accretive to our financial results, the addition of large, high quality and
well managed ASCs with outstanding center teams further diversifies our ASC portfolio, while
substantially increasing our presence in the multi-specialty ASC market.
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
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AMSG Announces Revised Definitive Agreement with National Surgical Care
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August 24, 2011
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August 24, 2011
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 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 June 30, 2011, AmSurg owned a majority
interest in 208 continuing centers in operation and had one center under development.
END