TeamHealth Rejects Unsolicited Proposal From AmSurg

KNOXVILLE, Tenn., Oct. 20, 2015 /PRNewswire/ -- Team Health Holdings, Inc. ("TeamHealth" or the "Company") (NYSE: TMH), a leading physician services organization, today confirmed that it has received an unsolicited proposal from AmSurg Corp. (Nasdaq: AMSG) to combine in a stock-and-cash merger at a fixed exchange ratio of 0.768x AmSurg shares per TeamHealth share.  Under the AmSurg proposal, TeamHealth shareholders would also receive cash consideration of $11.49 per share.

TeamHealth stated that this is the same proposal that its Board of Directors previously reviewed, considered and rejected as not in the best interest of TeamHealth and its stockholders.  This conclusion was reached with the assistance of TeamHealth's financial and legal advisors and was based on the insufficient value indicated in the AmSurg proposal, the execution risk of achieving that value, and other key strategic factors, including the Board's confidence in TeamHealth's current strategic plan, the benefits associated with TeamHealth's acquisition of IPC Healthcare, and TeamHealth's leadership position in the physician services industry.

"The TeamHealth Board reaffirmed its conclusion to reject AmSurg's proposal as it undervalues the Company and contains significant execution risk.  We have great confidence in our ability to continue delivering value for TeamHealth stockholders and remain focused on realizing the benefits of our agreement with IPC Healthcare, which is on track to close in the fourth quarter," said Michael D. Snow, President and Chief Executive Officer of TeamHealth.

TeamHealth sent a letter to AmSurg on October 15, 2015 rejecting its proposal. A copy of the letter is below:

October 15, 2015

AmSurg Corp.
lA Burton Hills Boulevard
Nashville, Tennessee 37215
Attn:     Christopher A. Holden
President and Chief Executive Officer

Dear Chris.

I am writing in response to your letter (and accompanying materials) dated October 12, 2015. TeamHealth's Board of Directors carefully reviewed and considered AmSurg's proposal with the assistance of our financial and legal advisors. Our Board concluded that AmSurg's proposal is not in the best interests of TeamHealth and its stockholders. Our conclusion was based on the insufficient value indicated in the proposal, the execution risk of achieving that value, and other key strategic factors noted below.

Our Board and management team are committed to executing our current strategic plan. We are extremely enthusiastic about our company's prospects and confident in our ability to grow value for our stockholders. The integration of IPC is a critical element of our plan and we will not compromise that effort. We commend your completion of the Sheridan acquisition, but as evidenced by our 35 year track record of successful acquisitions, we have ample expertise and resources to ensure the successful integration of IPC.

We agree with your observation that the physician services sector and the healthcare industry more generally are experiencing significant consolidation. While we can certainly understand why AmSurg would find a combination with TeamHealth appealing in such an environment, we are well positioned to independently seize advantageous transaction opportunities that may arise over time.

We appreciate the time and effort you committed to studying a combination with our company. However, we do not believe any purpose would be served by further discussions regarding your proposal.

Sincerely,

/s/ Michael Snow

Michael Snow
President and Chief Executive Officer

Advisors

Citi is serving as financial advisor to TeamHealth, and Simpson Thacher & Bartlett LLP is serving as TeamHealth's legal counsel.  

About TeamHealth

At TeamHealth (NYSE: TMH), our purpose is to perfect our physicians' ability to practice medicine, every day, in everything we do. Through our more than 14,000 affiliated physicians and advanced practice clinicians, TeamHealth offers outsourced emergency medicine, hospital medicine, anesthesia, urgent care, orthopaedic hospitalist, acute care surgery, obstetrics and gynecology hospitalist and medical call center solutions to approximately 1,000 civilian and military hospitals, clinics and physician groups nationwide. Our philosophy is as simple as our goal is singular: we believe better experiences for physicians lead to better outcomes—for patients, hospital partners and physicians alike. Join our team; we value and empower clinicians. Partner with us; we deliver on our promises. Learn more at http://www.teamhealth.com.

The term "TeamHealth" as used throughout this release includes Team Health Holdings, Inc., its subsidiaries, affiliates, affiliated medical groups and "providers," all of which are part of the TeamHealth organization. "Providers" are physicians, advanced practice clinicians and other healthcare providers who are employed by or contract with subsidiaries or affiliated entities of Team Health Holdings, Inc. All such providers exercise independent clinical judgment when providing patient care. Team Health Holdings, Inc. does not have any employees, does not contract with providers and does not practice medicine.

Forward Looking Statement

Statements and information contained herein that are not historical facts and that reflect the current view of Team Health Holdings, Inc.  (the "Company") about future events and financial performance are hereby identified as "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Some of these statements can be identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "could," "should," "may," "plan," "project," "predict" and similar expressions.  The Company cautions  that such "forward looking statements," including without limitation, those relating to the pending IPC Healthcare acquisition, the Company's future business prospects, revenue, working capital, professional liability expense, liquidity, capital needs, interest costs and income, wherever they occur in this or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company's senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the "forward looking statements."  Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the occurrence of any event that could give rise to a termination of the IPC Healthcare merger agreement, the risks that the proposed IPC Healthcare acquisition disrupts current plans and operations, current or future government regulation of the healthcare industry, exposure to professional liability lawsuits and governmental agency investigations, the adequacy of insurance coverage and insurance reserves, as well as those factors detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company disclaims any intent or obligation to update "forward looking statements" herein to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.

INVESTOR CONTACT FOR TEAMHEALTH:

David Jones
Executive Vice President &
Chief Financial Officer
865-293-5299

MEDIA CONTACT FOR TEAMHEALTH:

Patricia Ball
Senior Vice President, Strategic Resources Group
800-818-1498

James Golden or Arielle Rothstein
Joele Frank, Wilkinson Brimmer Katcher 
212-355-4449                                            

SOURCE Team Health Holdings, Inc.

Related Links

http://www.teamhealth.com