- Cross Country stockholders to receive $18.61
per share
- Expands Aya’s client service and delivery
capabilities with Cross Country’s nearly 40-year history of
clinical excellence and quality patient care
- Provides clinicians with greater flexibility
and convenience by tapping into the combined pool of nationwide
opportunities, with competitive compensation and a world-class
experience
- Creates immediate stockholder value for Cross
Country, through a nearly 67 percent premium
Aya Healthcare and Cross Country Healthcare today announced that
they have entered into a definitive agreement whereby Aya will
acquire Cross Country for $18.61 per share in cash in a transaction
valued at approximately $615 million. The all-cash transaction
represents a premium of 67 percent to Cross Country’s closing price
on December 3, 2024, and a premium of 68 percent to the
volume-weighted average trading price for the 30-day trading period
ended December 3, 2024.
Aya and Cross Country offer complementary, tech-enabled
workforce solutions across the continuum of care. The proposed
combination will diversify Aya’s coverage to include Cross
Country’s clinical services in non-clinical settings, including
schools and homes, in addition to travel nursing and allied health,
per diem, permanent staff hiring, interim leadership, locum tenens
and non-clinical professionals in all 50 states. Clients will
benefit by leveraging the full suite of market-leading technology,
including a seamless solution for vendor management, float pool
technology, provider services and predictive analytics. From
best-in-class service and insights, to solving complex staffing
challenges, together, Cross Country and Aya will help clients
reduce the cost of care and deliver high clinical outcomes for
patients. Employees of both companies will benefit from shared best
practices, with great opportunities for their personal growth.
“We are excited to join forces with Cross Country and, together,
bring more innovative solutions and exceptional service across the
industry,” said Alan Braynin, president and Chief Executive Officer
of Aya. “By combining our strengths, resources and unwavering
commitment to delivering best-in-class talent solutions, we are
uniquely positioned to offer enhanced value to our healthcare
systems, schools, clinicians and non-clinical professionals. Aya
and Cross Country will operate as separate brands, supporting each
other’s clients with increased access to candidates while expanding
assignment opportunities for clinicians.”
“Aya shares our mission of connecting people and jobs through
intuitive technologies and innovative solutions that enable
healthcare professionals and organizations to achieve their goals,
ensuring clinical excellence and exceptional patient care come
first,” said John A. Martins, President and Chief Executive Officer
of Cross Country. “This compelling all-cash transaction will
deliver significant and immediate value to our stockholders.
Importantly, it will also enhance and expand services and solutions
for our clients, provide a wider array of opportunities and
efficiencies for our healthcare clinicians and create new
opportunities for our employees as part of an industry leader with
a complementary footprint and offering.”
Kevin C. Clark, Co-Founder and Chairman of Cross Country said,
“When we founded Cross Country in 1986, we set out to create a
company that could change lives for the better. Over nearly four
decades, we have solved complex staffing challenges for customers,
while providing high-quality outcomes and exceptional patient care.
In this next chapter with Aya, I am confident that the combined
company will be even better positioned to achieve these goals long
into the future.”
Following completion of the transaction, and to ensure a
seamless transition, Mr. Martins will continue to serve as
President and Chief Executive Officer of Cross Country, driving the
next phase of growth and innovation for Cross Country as part of
Aya.
Transaction Timing, Details and Approval
Completion of the transaction is expected in the first half of
2025, subject to the approval of Cross Country stockholders and the
satisfaction of other customary closing conditions, including
regulatory approvals. The transaction is not subject to a financing
condition.
The Cross Country Board of Directors unanimously approved the
Merger Agreement and intends to recommend that Cross Country
stockholders vote in favor of it at a Special Meeting of
Stockholders, to be scheduled as soon as practicable.
Upon completion of the transaction, Cross Country will become a
private company and its common stock will no longer trade on the
NASDAQ. Aya expects to maintain a significant presence in Boca
Raton, FL.
Advisors
Procopio, Cory, Hargreaves & Savitch LLP is serving as legal
advisor to Aya Healthcare. BofA Securities, Inc. is serving as
financial advisor and Davis Polk & Wardwell LLP is serving as
legal advisor to Cross Country Healthcare.
About Aya Healthcare
Aya Healthcare is the largest healthcare talent software and
staffing company in the United States. Aya operates the world’s
largest digital staffing platform delivering every component of
healthcare-focused labor services, including travel nursing and
allied health, per diem, permanent staff hiring, interim
leadership, locum tenens and non-clinical professionals. Aya’s
AI-enabled software solutions, which include vendor management,
float pool technology, provider solutions and predictive analytics,
combined with its digital talent marketplaces, provide hospital
systems greater efficiencies, superior operating results and
reduced labor costs. While technology drives efficiency and scale,
Aya’s 4,500+ global employees power the company to deliver
unparalleled accountability and exceptional experiences for clients
and clinicians. Aya’s company culture is rooted in giving back and
supports organizations around food security, education, healthcare,
safe shelter and equity. To learn more about Aya Healthcare, visit
www.ayahealthcare.com.
About Cross Country Healthcare
Cross Country Healthcare, Inc. is a market-leading, tech-enabled
workforce solutions and advisory firm with 38 years of industry
experience and insight. We help clients tackle complex
labor-related challenges and achieve high-quality outcomes, while
reducing complexity and improving visibility through data-driven
insights. Diversity, equality, and inclusion is at the heart of the
organization’s overall corporate social responsibility program, and
closely aligned with our core values to create a better future for
its people, communities, and its stockholders.
Copies of this and other press releases, as well as additional
information about Cross Country Healthcare, can be accessed online
at ir.crosscountry.com. Stockholders and prospective investors can
also register to automatically receive Cross Country Healthcare’s
press releases, filings with the Securities and Exchange Commission
(SEC), and other notices by e-mail.
Important Information and Where to Find It
This communication relates to a proposed transaction between
Cross Country Healthcare, Inc. (“Cross Country”) and Aya
Healthcare, Inc. (“Aya”) and certain wholly owned
subsidiaries of Aya. In connection with this proposed transaction,
Cross Country will file a proxy statement on Schedule 14A or other
documents with the SEC. This communication is not a substitute for
any proxy statement or other document that Cross Country may file
with the SEC in connection with the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF CROSS COUNTRY ARE URGED TO READ THE PROXY
STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO
THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
definitive proxy statement, when available, will be mailed to
stockholders of Cross Country as applicable. Investors and security
holders will be able to obtain free copies of these documents, when
available, and other documents filed with the SEC by Cross Country
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Cross Country will be
available free of charge on Cross Country’s internet website at
https://ir.crosscountryhealthcare.com/ or by contacting Cross
Country’s primary investor relations contact by email at
jvogel@crosscountry.com or by phone at 561-237-8310.
Participants in the Solicitation
Cross Country, Aya, their respective directors and certain of
their respective executive officers may be considered participants
in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of Cross Country, their ownership of Cross Country common shares,
and Cross Country’s transactions with related persons is set forth
in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, which was filed with the SEC on February 23,
2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1141103/000162828024006454/ccrn-20231231.htm),
in its proxy statement on Schedule 14A for its 2024 Annual Meeting
of Stockholders in the sections entitled “Security Ownership of
Certain Beneficial Owners and Management” and “Related Party
Transactions”, which was filed with the SEC on April 1, 2024 (and
which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1141103/000114036124016761/ny20018339x1_def14a.htm),
certain of its Quarterly Reports on Form 10-Q and certain of its
Current Reports on Form 8-K.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within
the Private Securities Litigation Reform Act of 1995. Any
statements contained in this communication that are not statements
of historical fact, including statements regarding the proposed
transaction, including the expected timing and closing of the
proposed transaction; Cross Country’s ability to consummate the
proposed transaction; the expected benefits of the proposed
transaction and other considerations taken into account by the
Cross Country Board of Directors in approving the proposed
transaction; the amounts to be received by stockholders and
expectations for Cross Country prior to and following the closing
of the proposed transaction, may be deemed to be forward-looking
statements. All such forward-looking statements are intended to
provide management’s current expectations for the future of Cross
Country based on current expectations and assumptions relating to
Cross Country’s business, the economy and other future conditions.
Forward-looking statements generally can be identified through the
use of words such as “believes,” “anticipates,” “may,” “should,”
“will,” “plans,” “projects,” “expects,” “expectations,”
“estimates,” “forecasts,” “predicts,” “targets,” “prospects,”
“strategy,” “signs,” and other words of similar meaning in
connection with the discussion of future performance, plans,
actions or events. Because forward-looking statements relate to the
future, they are subject to inherent risks, uncertainties and
changes in circumstances that are difficult to predict. Such risks
and uncertainties include, among others: (i) the timing to
consummate the proposed transaction, (ii) the risk that a condition
of closing of the proposed transaction may not be satisfied or that
the closing of the proposed transaction might otherwise not occur,
(iii) the risk that a regulatory approval that may be required for
the proposed transaction is not obtained or is obtained subject to
conditions that are not anticipated, (iv) the diversion of
management time on transaction-related issues, (v) risks related to
disruption of management time from ongoing business operations due
to the proposed transaction, (vi) the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of the common stock of Cross Country, (vii) the
risk that the proposed transaction and its announcement could have
an adverse effect on the ability of Cross Country to retain
customers and retain and hire key personnel and maintain
relationships with its suppliers and customers, (viii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement,
including in circumstances requiring Cross Country to pay a
termination fee, (ix) the risk that competing offers will be made,
(x) unexpected costs, charges or expenses resulting from the
merger, (xi) potential litigation relating to the merger that could
be instituted against the parties to the Merger Agreement or their
respective directors, managers or officers, including the effects
of any outcomes related thereto, (xii) worldwide economic or
political changes that affect the markets that Cross Country’s
businesses serve which could have an effect on demand for Cross
Country’s services and impact Cross Country’s profitability, (xiii)
effects from global pandemics, epidemics or other public health
crises, (xiv) changes in marketplace conditions, such as
alternative modes of healthcare delivery, reimbursement and
customer needs and (xv) disruptions in the global credit and
financial markets, including diminished liquidity and credit
availability, changes in international trade agreements, including
tariffs and trade restrictions, cyber-security vulnerabilities,
foreign currency volatility, swings in consumer confidence and
spending, costs of providing services, retention of key employees,
and outcomes of legal proceedings, claims and investigations.
Accordingly, actual results may differ materially from those
contemplated by these forward-looking statements. Investors,
therefore, are cautioned against relying on any of these
forward-looking statements. They are neither statements of
historical fact nor guarantees or assurances of future performance.
Additional information regarding the factors that may cause actual
results to differ materially from these forward-looking statements
is available in Cross Country’s filings with the SEC, including the
risks and uncertainties identified in Part I, Item 1A - Risk
Factors of Cross Country’s Annual Report on Form 10-K for the year
ended December 31, 2023 and in Cross Country’s other filings with
the SEC. The list of factors is not intended to be exhaustive.
These forward-looking statements speak only as of the date of
this communication, and Cross Country does not assume any
obligation to update or revise any forward-looking statement made
in this communication or that may from time to time be made by or
on behalf of Cross Country.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241203417449/en/
Aya Healthcare
Lisa Park, Executive Vice President, Marketing &
Communications 858-215-6892 lisa.park@ayahealthcare.com
Cross Country Healthcare
Investors
Josh Vogel, Vice President, Investor Relations 561-237-8310
jvogel@crosscountry.com
Media
Jim Golden / Clayton Erwin Collected Strategies
CrossCountry-CS@collectedstrategies.com
Grafico Azioni Cross Country Health (NASDAQ:CCRN)
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Da Dic 2024 a Gen 2025
Grafico Azioni Cross Country Health (NASDAQ:CCRN)
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