Ambulatory surgery centers operator NovaMed Inc. (NOVA) said it agreed to go private and be acquired by an affiliate of Surgery Center Holdings, Inc. for $13.25 a share in cash.
The Chicago, Illinois-based NovaMed said its board has approved the merger agreement, which is valued at about $214 million, including the assumption or repayment of about $105 million of indebtedness. The transaction is expected to close in the second quarter of 2011.
Surgery Center Holdings is an affiliate of H.I.G. Capital, LLC, a leading global private equity investment firm with more than $8.5 billion of equity capital under management. Surgery Center Holdings acquires, develops and manages free-standing ambulatory surgical centers in partnership with leading physicians. Surgery Center owns and operates twelve ambulatory surgical centers, making itself as one of the largest ambulatory surgical centers operators in the Southeast.
NovaMed said its stockholders would receive $13.25 a share in cash, representing a premium of 54.6 percent over the closing price of NovaMed’s common stock as of the time of Surgery Partners’ initial offer on August 2, 2010.
Certain NovaMed directors and officers, who holds about 10.5 percent of the company's outstanding shares, have agreed with Surgery Center to vote in favor of the merger.
We extend a very warm welcome to the NovaMed team and look forward to leveraging the strengths of both companies to provide the optimal outcome for our patients, physicians and employees. We would also like to congratulate NovaMed’s management team on their accomplishments. We look forward to a bright future ahead, said Mike Doyle, CEO of Surgery Center Holdings.
Jefferies Finance LLC and THL Credit, Inc. have committed to provide debt financing for the transaction. NovaMed said it will file a preliminary proxy statement with the SEC, which will contain detailed information about the transaction and the board and special committee process.
William Blair & Company is serving as financial advisor and DLA Piper LLP (US) is serving as legal advisor to NovaMed’s board of directors. McDermott, Will and Emery LLP is serving as legal advisor to H.I.G. Capital and Surgery Partners.
NovaMed's adjusted earnings from continuing operations for the latest third quarter were $2.53 million or 32 cents a share on revenue of $38.56 million. Cash and cash equivalents at the end of September 30, 2010 were $3.16 million. The company had long-term debt of $91.58 million at the end of September 30, 2010.
NovaMed stock rose 2.25 percent to $13.20 in the pre-market trading on the NASDAQ stock market.