Vestar Capital Partners has signed a definitive agreement for an affiliate of Vestar to acquire all of the outstanding shares of HealthGrades, an independent healthcare ratings company, for approximately $294 million (which consists of approximately 35.9 million shares).
Under the terms of an agreement unanimously approved by the board of directors of HealthGrades, an affiliate of Vestar will commence an all-cash tender offer no later than Aug. 10. The offer will be conditioned upon the acquisition by Vestar’s affiliate of at least a majority of HealthGrades’ shares on a fully-diluted basis pursuant to the tender offer and purchases pursuant to tender and support agreements, and other customary closing conditions including regulatory approval.
Executive officers of HealthGrades owning approximately 21 percent of HealthGrades’ fully diluted shares have entered into agreements to support the transaction and to tender or otherwise sell shares to Vestar’s affiliate. Following completion of the tender offer, the affiliate of Vestar will acquire all of the remaining publicly-held shares of HealthGrades at $8.20 per share through a second-step merger.
“We believe the acquisition price of $8.20 per share, which represents a premium of approximately 32 percent over our 30-day average closing stock price, represents a strong return for our stockholders,” said Kerry Hicks, chairman and CEO of HealthGrades.
Two law firms, Tripp Levy and Bernstein Liebhard, have announced launching an investigation into the proposed acquisition of HealthGrades. Tripp Levy said, “HealthGrades may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Vestar may be underpaying for HealthGrades, thus unlawfully harming HealthGrades shareholders.”