O’Melveny Represents Special Committee in Alliance HealthCare Going Private Definitive Merger Agreement4월 12, 2017
FOR IMMEDIATE RELEASE
NEWPORT BEACH—April 12, 2017—Alliance HealthCare Services, Inc. (NASDAQ: AIQ), a leading national provider of outsourced radiology, oncology and interventional services, has signed a definitive merger agreement with Tahoe Investment Group Co., Ltd., which will result in Alliance going private. The Tahoe Group is made up of indirect wholly-owned subsidiary companies: THAIHOT Investment Company Limited, THAIHOT Investment Company US Limited, and Alliance HealthCare Services Merger Sub Limited and will acquire all of the outstanding common stock of Alliance that is not beneficially owned by the Tahoe Group or owned by Alliance as treasury stock for US$13.25 per share in cash.
The Company’s Board of Directors, acting on the unanimous recommendation of an independent Special Committee formed by the Board of Directors, approved the merger agreement. O’Melveny represented the Special Committee.
The Newport Beach-based team was led by partner Mark Peterson and counsel John Raney. The team also included partners Shelly Heyduk, Tony Wang, Tom Baxter, Chris Del Rosso, Andy Dolak, and Robert Fisher; counsel Carl Heiberg, Sarah Hoffner, Brian Kenyon, and Bob Nicksin; and associates Brennen Broderson and Alex Wilson.
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O’Melveny & Myers LLP
The following release was issued by Alliance HealthCare Services:
Alliance HealthCare Services Enters into Definitive Merger Agreement; Transaction Would Result in Company Going Private
April 11, 2017
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the “Company,” “Alliance,” “we” or “our”), a leading national provider of outsourced radiology, oncology and interventional services, announced today that it has signed a definitive merger agreement with Tahoe Investment Group Co., Ltd. (“Tahoe”), formerly known as Fujian Thai Hot Investment Co., Ltd., THAIHOT Investment Company Limited (“THAIHOT”), THAIHOT Investment Company US Limited and Alliance HealthCare Services Merger Sub Limited (each an indirect wholly owned subsidiary of Tahoe, and, together with Tahoe, the “Tahoe Group”), pursuant to which the Tahoe Group will acquire all of the outstanding common stock of Alliance that is not beneficially owned by the Tahoe Group or owned by Alliance as treasury stock, for US $13.25 per share in cash, or a total payment of approximately US $75 million to equity holders of Alliance other than the Tahoe Group.
The US $13.25 per share price represents a premium of 67% over the Company’s closing trading price on December 9, 2016, the last trading day prior to Tahoe’s initial proposal was publicly disclosed, and a premium of 38% over the US $9.60 purchase price per share initially offered by Tahoe.
As previously disclosed on March 29, 2016, Tahoe, through THAIHOT, completed the purchase of a majority interest in Alliance and THAIHOT currently owns approximately 51% of the outstanding common stock of Alliance.
The Company’s Board of Directors, acting on the unanimous recommendation of the special committee formed by the Board of Directors (the “Special Committee”), approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the Company’s stockholders adopt the merger agreement and the transactions contemplated by the merger agreement. The Special Committee, which is comprised solely of independent and disinterested directors of the Company who are unaffiliated with the Tahoe Group or management of the Company, exclusively negotiated the terms of the merger agreement with the Tahoe Group, with the assistance of its independent financial and legal advisors.
Neil Dimick, Chairman of the Special Committee, said, “We are confident that we have negotiated a fair price and that this merger is in the best interest of our minority stockholders. The price of US $13.25 is a 67% premium over the last trading day prior to the offer and a 38% premium over the initial offer by Tahoe in December.”
“We continue to be supportive of Alliance’s strategy in the United States and China,” says Qisen Huang, Chairman and Founder of Tahoe. Huang continued, “Healthcare has been a major focus for Tahoe in the last two years and we expect to continue to expand our healthcare business lines globally to benefit the health of those we serve.”
“I am pleased to see that the Special Committee and Tahoe have finished their work and have come to an agreement enabling the Company to move forward,” says Tom Tomlinson, CEO of Alliance HealthCare Services. Tomlinson continued, “Tahoe has been a very supportive majority stockholder and we look forward to continued collaboration as we use our position as an industry leader in outsourced medical services to increase the quality of care delivered in the United States as well as expand healthcare services in China.”
Upon closing of the merger, Alliance will become an indirect wholly owned subsidiary of Tahoe. Alliance is expected to remain headquartered in Southern California. Alliance’s executive management team is expected to remain in place. All of Alliance’s divisions within the United States are expected to continue unaffected.
The merger is subject to approval by Alliance’s stockholders, including a non-waivable condition requiring approval by the holders of a majority of the outstanding shares of Alliance common stock that are not beneficially owned by the members of the Tahoe Group or certain senior executive officers of the Company, as well as certain other customary closing conditions. The merger is not subject to a financing condition. The Company will call a meeting of stockholders for the purpose of voting on the adoption of the merger agreement in due course. If completed, the merger will result in the Company becoming a privately held company and Alliance’s common stock would no longer be listed on NASDAQ.
Lazard is serving as sole financial advisor to the Special Committee, O’Melveny & Myers LLP is serving as legal counsel to the Special Committee, and Richards, Layton & Finger P.A. is serving as Delaware legal counsel to the Special Committee. Latham & Watkins LLP is serving as legal counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to the Tahoe Group.
Tahoe is an investment holding company based in Fuzhou, China, holding a diversified portfolio of assets in various industries including real estate development, securities, hospitality, biomedicine and healthcare. Tahoe was founded in 1996 and as of September 30, 2016, the total assets of Tahoe Investment Group Co. Ltd exceeded US $18.9 billion. Tahoe’s diversified portfolio includes controlling ownership in Thai Hot Group, one of the leading real-estate developers in China listed on the Shenzhen Stock Exchange (SZSE:000732). Tahoe is also the third largest shareholder of the Shanghai Stock Exchange listed Dongxing Securities (SHSE:601198). Tahoe expanded its business landscape to include biomedicine and healthcare industry by acquiring a large-scale pharmaceutical company. In early 2015, Tahoe made healthcare and medical services one of its top priorities, including radiology and oncology, and it intends to expand healthcare services in mainland China to an underserved healthcare marketplace. Qisen Huang is the Founder and Chairman of Tahoe.
About Alliance HealthCare Services
Alliance HealthCare Services (NASDAQ: AIQ) is a leading national provider of outsourced medical services including radiology, oncology and interventional. We partner with healthcare providers and hospitals to provide a full continuum of services from mobile to fixed-site to comprehensive service line management and joint venture partnerships. We also operate freestanding clinics and Ambulatory Surgical Centers that are not owned by hospitals or providers.
As of December 31, 2016, Alliance operated 625 diagnostic radiology and radiation therapy systems, including 113 fixed-site radiology centers across the country, and 33 radiation therapy centers and SRS facilities. With a strategy of partnering with hospitals, health systems and physician practices, Alliance provides quality clinical services for over 1,100 hospitals and other healthcare partners in 46 states, where approximately 2,450 Alliance Team Members are committed to providing exceptional patient care and exceeding customer expectations. For more information, visit www.alliancehealthcareservices-us.com.
Alliance HealthCare Services, Inc.
Rhonda Longmore-Grund, 949-242-5300
Executive Vice President
Chief Financial Officer