Transaction Provides Significant Value to
Shareholders and Positions Air Methods to Capitalize on Future
Growth Opportunities
Air Methods Corporation (NASDAQ:AIRM), a global leader in air
medical transportation and air tourism, today announced that it has
entered into a definitive agreement to be acquired by affiliates of
American Securities LLC. Under the terms of the agreement,
affiliates of American Securities will acquire all outstanding
shares of Air Methods for $43.00 per share in cash. This represents
a 20.4% premium to Air Methods’ stock price of $35.70 on January
31, 2017 prior to press speculation regarding a sale, and a 24.7%
premium to 30-day volume-weighted average price of $34.49 as of the
same date. The transaction, which was unanimously approved by Air
Methods’ Board of Directors, has a total enterprise value of
approximately $2.5 billion, including net debt.
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“This transaction will enable us to continue to execute against
our strategy and strengthen our market position as a global leader
in air medical transportation and air tourism,” said Aaron Todd,
Chief Executive Officer. “American Securities offers us a great
opportunity to continue to invest and pursue long-term growth with
greater operational flexibility, and we look forward to working
with such a sophisticated private equity investor. Importantly,
patients, employees, customers and partners will continue to
benefit as we execute against our strategy.”
Air Methods is the largest domestic air medical transport
provider in the $5 billion air medical market, serving 48 states
with over 300 bases of operations and one of the youngest fleets in
the industry. Air Methods also maintains a leading position in the
complementary air tourism business, with access to attractive
fast-growing end markets. The company’s multi-pronged strategy to
drive long-term growth includes a focus on improving the
utilization of the company’s assets, growing the company’s air
medical footprint in underserved markets and increasing the revenue
and profitability of the tourism operations.
“We are pleased to have reached this agreement, which will
deliver certain and immediate cash value and a compelling premium
to our stock price prior to press speculation for our
shareholders,” said C. David Kikumoto, Air Methods’ Chairman of the
Board of Directors. “We are confident that today’s announcement
represents the best path forward for all of Air Methods’
stakeholders and appreciate the leadership of Morad Tahbaz, the
Chairman of the Finance & Strategic Planning Committee, who led
the Board through this process.”
“We strongly believe in Air Methods’ strategic direction and the
opportunities to grow the company’s leading positions in the
attractive air medical and air tourism markets,” said Marc L.
Saiontz, a Managing Director of American Securities. “We respect
the company’s commitment to providing access to patients in the
communities that need it the most, with a focus on quality of care
and safety in aviation. We look forward to partnering with the Air
Methods team to drive value.”
Transaction Details
The transaction will be completed through a cash tender offer
for all of the outstanding common shares of Air Methods, followed
by a merger in which remaining common shares of Air Methods would
be converted into the right to receive the same $43 cash per share
price paid in the tender offer. Air Methods’ Board of Directors
unanimously recommends that Air Methods shareholders tender their
shares in the offer. The transaction is conditioned upon
satisfaction of the minimum tender condition, which requires that
shares representing more than 50% of the Air Methods’ outstanding
common shares be tendered, as well as other customary closing
conditions, including expiration of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
transaction is expected to close by the end of the second calendar
quarter of 2017.
Goldman, Sachs & Co. and Centerview Partners LLC are serving
as financial advisors and Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Holland & Hart LLP are serving as legal
advisors to Air Methods. Weil, Gotshal & Manges LLP is serving
as legal advisor to American Securities.
About Air Methods Corporation
Air Methods Corporation (www.airmethods.com) is the global
leader in air medical transportation. The Air Medical Services
Division is the largest provider of air medical transport services
in the United States. The United Rotorcraft Division specializes in
the design and manufacture of aeromedical and aerospace technology.
The Tourism Division is comprised of Sundance Helicopters, Inc. and
Blue Hawaiian Helicopters, which provide helicopter tours and
charter flights in the Las Vegas/Grand Canyon region and Hawaii,
respectively. Air Methods’ fleet of owned, leased or maintained
aircraft features approximately 500 helicopters and fixed wing
aircraft.
About American Securities
Based in New York with an office in Shanghai, American
Securities is a leading U.S. private equity firm that invests in
market-leading North American companies with annual revenues
generally ranging from $200 million to $2 billion and/or $50
million to $200 million of EBITDA. American Securities and its
affiliates have approximately $15 billion under management.
www.american-securities.com
Forward Looking Statements
This communication contains forward-looking information relating
to Air Methods and the proposed transaction that involves
substantial risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such
statements. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Forward-looking statements in this document include, among other
things, statements about the potential benefits of the proposed
acquisition; American Securities’ plans, objectives, expectations
and intentions; the financial condition, results of operations and
business of Air Methods; industry, business strategy, goals and
expectations concerning Air Methods’ market position, future
operations, future performance and profitability; and the
anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing of the acquisition
(including the failure to obtain necessary regulatory approvals) in
the anticipated timeframe or at all, including uncertainties as to
how many Company’s stockholders will tender their shares in the
tender offer and the possibility that the acquisition does not
close; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement,
including in circumstances which would require Air Methods to pay a
termination fee or other expenses; risks regarding the failure to
obtain the necessary financing to complete the proposed
acquisition; risks related to the debt financing arrangements
entered into in connection with the proposed acquisition; risks
related to the potential impact of the announcement or consummation
of the proposed transaction on Air Methods’ important
relationships, including with employees, suppliers and customers;
disruption from the transaction making it more difficult to
maintain business and operational relationships; negative effects
of this announcement or the consummation of the proposed
acquisition on the market price of Air Methods’ common stock and on
Air Methods’ operating results; significant transaction costs; the
risk of litigation and/or regulatory actions related to the
proposed acquisition; the possibility that competing offers will be
made; and risks related to the ability to realize the anticipated
benefits of the acquisition, including the possibility that the
expected benefits from the proposed acquisition will not be
realized or will not be realized within the expected time period.
Other factors that may cause actual results to differ materially
include those that will be set forth in the Tender Offer Statement
on Schedule TO and other tender offer documents filed by ASP AMC
Intermediate Holdings, Inc. (“Parent”) and ASP AMC Merger Sub,
Inc.(“Merger Sub”), each of which are affiliates of American
Securities. Many of these factors are beyond Company’s control. A
further description of risks and uncertainties relating to Air
Methods can be found in its Annual Reports on Form 10-K for the
fiscal year ended December 31, 2016 and in their subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all
of which are filed with the Securities and Exchange Commission
(“SEC”) and available at www.sec.gov. Unless otherwise required by
applicable law, Air Methods disclaims any intention or obligation
to update forward-looking statements contained in this document as
the result of new information or future events or developments.
Additional Information and Where to Find It
The tender offer referred to in this communication has not yet
commenced. This document is provided for informational purposes
only and does not constitute an offer to purchase or the
solicitation of an offer to sell any securities. At the time the
tender offer is commenced, Parent and Merger Sub intend to file
with the SEC a Tender Offer Statement on Schedule TO containing an
offer to purchase, a form of letter of transmittal and other
documents relating to the tender offer, and Air Methods intends to
file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. Parent, Merger Sub
and Air Methods intend to mail these documents to Air Methods’
stockholders. Company stockholders are advised to read the Schedule
TO (including the offer to purchase, the related letter of
transmittal and the other offer documents) and the Schedule 14D-9,
as each may be amended or supplemented from time to time, and any
other relevant documents filed with the SEC when they become
available, before making any decision with respect to the tender
offer because these documents will contain important information
about the proposed transaction and the parties thereto. Company
stockholders and investors may obtain free copies of the Schedule
TO and Schedule 14D-9, as each may be amended or supplemented from
time to time, and other documents filed by the parties (when
available) at the SEC’s website at www.sec.gov.
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version on businesswire.com: http://www.businesswire.com/news/home/20170314005620/en/
Sard Verbinnen & Co.Paul Scarpetta / Nazan
RiaheiAirMethods-SVC@SARDVERB.com
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