Veritas Capital’s $5.7 Billion Acquisition of athenahealth Inc.

Lazard and Centerview Partners are serving as financial advisors, and Weil, Gotshal & Manges LLP is serving as legal counsel to athenahealth. Schulte, Roth & Zabel, LLP is acting as legal counsel to Veritas. Deutsche Bank and RBC Capital Markets are acting as financial advisors to Evergreen, and Gibson, Dunn & Crutcher LLP is acting as legal advisor.

athenahealth, Inc. (NASDAQ: ATHN), a leading provider of network-enabled services for hospital and ambulatory customers nationwide, Veritas Capital and Evergreen Coast Capital, have entered into a definitive agreement under which an affiliate of Veritas and Evergreen will acquire athenahealth for approximately $5.7 billion in cash.

Under the terms of the agreement, athenahealth shareholders will receive $135 in cash per share. The per share purchase price represents a premium of approximately 12 percent over the company’s closing stock price on November 9, 2018, the last trading day prior to today’s announcement, and a premium of approximately 27 percent over the company’s closing stock price on May 17, 2017, the day prior to Elliott Management Corporation’s announcement that it had acquired an approximate 9 percent interest in the company.

Following the closing, Veritas and Evergreen expect to combine athenahealth with Virence Health (“Virence”), the GE Healthcare Value-based Care assets that Veritas acquired earlier this year. The combined business is expected to be a leading, privately-held healthcare information technology company with an extensive national provider network of customers and world-class products and solutions to help them thrive in an increasingly complex environment.

Following the close of that transaction, the combined company is expected to operate under the athenahealth brand and be headquartered in Watertown, Massachusetts. The company will be led by Virence Chairman and Chief Executive Officer Bob Segert and an executive leadership team comprised of executives from both companies. Following the completion of the transaction, Virence’s Workforce Management business will become a separate Veritas portfolio company under the API Healthcare brand.

Schulte advised Veritas Capital on the deal with a team led by M&A and securities partner Richard Presutti (Picture) and associates Matthew Gruenberg and Evelyn Liristis. The team also included employment & employee benefits partner Ian Levin, tax partner David Passey and finance partner Ronald Risdon.

Weil advised athenahealth, Inc. with a team including Mergers & Acquisitions partner Michael Aiello and includes Mergers & Acquisitions partner Sachin Kohli and Mergers & Acquisitions associates Katie Simmonds, Stephen Liebscher, Sam Hulsey (Not Yet Admitted in New York) and Daniel Sotsky (Not Yet Admitted in New York); Banking & Finance partner Gabriel Gregson; Capital Markets partner Heather Emmel; Technology & IP Transactions Head Michael Epstein; Tax partner Chayim Neubort; Executive Compensation & Benefits Head Paul Wessel; Cybersecurity, Data Privacy & Information Management Co-Head Randi Singer; Real Estate partner David Herman; Environmental Head Annemargaret Connolly; Antitrust/Competition Co-Head Steven Newborn and partner Brianne Kucerik; White Collar Defense, Regulatory and Investigations Co-Head Steven Tyrrell; Environmental counsel John O’Loughlin; Capital Markets associate Aman Singh; Tax associate Adam Arikat; Executive Compensation & Benefits associates Amanda Rosenblum and Tamara Roth; Technology & IP Transactions associates Lauren Springer and Alexa Rozell; Real Estate associates Melissa Meyrowitz and Elizabeth Jaikaran; Antitrust/Competition associates Kristin Sanford and Jonathan Goldsmith; Complex Commercial Litigation associate Eliza Cotter; and Regulatory associate Timothy Welch.

 

Involved fees earner: Michael Aiello – Weil, Gotshal & Manges; Sachin Kohli – Weil, Gotshal & Manges; Katie Simmonds – Weil, Gotshal & Manges; Stephen Liebscher – Weil, Gotshal & Manges; Gabriel Gregson – Weil, Gotshal & Manges; Heather Emmel – Weil, Gotshal & Manges; Aman Singh – Weil, Gotshal & Manges; Michael Epstein – Weil, Gotshal & Manges; Lauren Springer – Weil, Gotshal & Manges; Alexa Rozell – Weil, Gotshal & Manges; Chayim Neubort – Weil, Gotshal & Manges; Adam Arikat – Weil, Gotshal & Manges; Paul Wessel – Weil, Gotshal & Manges; Amanda Rosenblum – Weil, Gotshal & Manges; Tamara Roth – Weil, Gotshal & Manges; Randi Singer – Weil, Gotshal & Manges; David Herman – Weil, Gotshal & Manges; Melissa Meyrowitz – Weil, Gotshal & Manges; Elizabeth Shanaz Jaikaran – Weil, Gotshal & Manges; Annemargaret Connolly – Weil, Gotshal & Manges; John O’Loughlin – Weil, Gotshal & Manges; Steven Newborn – Weil, Gotshal & Manges; Brianne Kucerik – Weil, Gotshal & Manges; Kristin Sanford – Weil, Gotshal & Manges; Jonathan Goldsmith – Weil, Gotshal & Manges; Steven Tyrrell – Weil, Gotshal & Manges; Timothy Welch – Weil, Gotshal & Manges; Eliza Cotter – Weil, Gotshal & Manges; Richard Presutti – Schulte Roth & Zabel; Matthew Gruenberg – Schulte Roth & Zabel; Evelyn Liristis – Schulte Roth & Zabel; Ian Levin – Schulte Roth & Zabel; David Passey – Schulte Roth & Zabel; Ronald Risdon – Schulte Roth & Zabel;

Law Firms: Weil, Gotshal & Manges; Schulte Roth & Zabel;

Clients: Veritas Capital ; athenahealth Inc.;