NASHVILLE, Tenn.–(BUSINESS WIRE)– Envision Healthcare Corporation (“Envision” or the “Company”) (NYSE: EVHC) today announced it has entered into a definitive agreement to be acquired by global investment firm KKR in an all-cash transaction for approximately $9.9 billion, including the assumption or repayment of debt. Under the terms of the agreement, which has been unanimously approved by Envision’s Board of Directors (the “Board”), KKR will acquire all of the outstanding shares of Envision’s common stock for $46.00 per share in cash, representing a 32% premium to Envision’s volume-weighted average share price (VWAP) from November 1, 2017, the day immediately following the Company’s first announcement that it was reviewing strategic alternatives. The transaction price represents a multiple of 10.9x trailing 12 months Adjusted EBITDA and 10.1x 2018 anticipated Adjusted EBITDA.¹

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The agreement represents the culmination of the Board’s comprehensive review of strategic alternatives to enhance shareholder value. During the last seven months, the Board, with the assistance of three independent financial advisors and legal counsel, examined a full range of options to generate shareholder value, including capital structure alternatives, potential acquisitions, portfolio optimization, a potential sale of the whole company, and continued operation as a standalone business. The Board oversaw an extensive process that involved outreach to 25 potential buyers, including financial sponsors and strategic entities, and invited proposals for all or parts of the business. After consideration of the opportunities, risks and uncertainties facing the Company and the broader sector, as well as the alternatives available to the Company, the Board determined that the KKR proposal presented the best opportunity to maximize value for shareholders.

James D. Shelton, Envision’s Lead Independent Director, commented, “After conducting a robust review of the business and competitive landscape, the Company’s opportunities and challenges, and the strategic and financial alternatives available to the Company, the Board unanimously believes that this transaction will deliver the most value to Envision’s shareholders.”

Christopher A. Holden, Envision’s President, Chief Executive Officer and Director, added, “Envision’s leadership team – including both the Board and management – have been singularly focused on driving value for our shareholders and have taken decisive action in furtherance of that goal, including the implementation of a comprehensive operational improvement plan and a robust review of strategic alternatives. Today’s announcement reflects the extensive efforts by our team to explore all opportunities to deliver value for our shareholders.”

“Envision is a leading provider of physician-led services in a health care system in which physician-patient interactions have a pronounced impact on nearly all health care decisions. Envision has a very strong reputation for delivering high-quality, patient-focused care through its network of 25,000 clinical professionals at thousands of hospitals, surgery centers and alternate sites of care across the country,” said Jim Momtazee, Head of KKR’s Health Care investment team. “We are excited to partner with the outstanding team led by Chris Holden to help build upon the strong foundation in place and accelerate Envision’s growth going forward.”

The completion of the transaction, which is targeted for the fourth quarter of 2018, is subject to customary closing conditions and regulatory approvals. Envision intends to present the proposed transaction to its shareholders for approval at the Company’s 2018 Annual Meeting, which will be scheduled as soon as practicable following the filing and review of proxy materials. The Company intends to hold its Annual Meeting no later than October 1, 2018. Upon the completion of the transaction, Envision will become a private company, and its common stock will no longer be traded on the New York Stock Exchange.

KKR will be making the investment primarily from its KKR Americas Fund XII.

J.P. Morgan Securities LLC, Evercore and Guggenheim Securities LLC are serving as financial advisors and Wachtell, Lipton, Rosen & Katz and Bass, Berry & Sims are serving as legal counsel to Envision. Simpson Thacher & Bartlett LLP is acting as legal counsel to KKR. Fully committed debt financing for the transaction will be provided by Citigroup Global Markets, Credit Suisse, Morgan Stanley, Barclays, Goldman Sachs, Jefferies, UBS Investment Bank, RBC Capital Markets, HSBC, Mizuho, and KKR Capital Markets.

About Envision Healthcare Corporation

Envision Healthcare Corporation is a leading provider of physician-led services and post-acute care, and ambulatory surgery services. At March 31, 2018, we delivered physician services, primarily in the areas of emergency department and hospitalist services, anesthesiology services, radiology/tele-radiology services, and children’s services to more than 1,800 clinical departments in healthcare facilities in 45 states and the District of Columbia. Post-acute care is delivered through an array of clinical professionals and integrated technologies which, when combined, contribute to efficient and effective population health management strategies. The Company owns and operates 261 surgery centers and one surgical hospital in 35 states and the District of Columbia, with medical specialties ranging from gastroenterology to ophthalmology and orthopedics. In total, the Company offers a differentiated suite of clinical solutions on a national scale, creating value for health systems, payors, providers and patients. For additional information, visit www.evhc.net.

About KKR

KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, growth equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. L.P. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Additional Information and Where to Find It

This communication relates to the proposed merger transaction involving the Company. In connection with the proposed merger, the Company will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s proxy statement on Schedule 14A and accompanying definitive WHITE proxy card (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed merger. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov, and the Company’s website, www.evhc.net.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Company common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 1, 2018, as amended by the Company’s Annual Report on Form 10-K/A filed with the SEC on April 30, 2018. Other information regarding the participants in the proxy solicitation 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 in respect of the proposed transaction.

Forward-Looking Statements

Certain statements and information in this communication may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the proposed transaction, the Company’s financial and operating objectives, plans and strategies, industry trends, and all statements (other than statements of historical fact) that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. Any forward-looking statements in this communication are made as of the date hereof, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: (i) risks and uncertainties discussed in the reports and other documents that the Company files with the SEC; (ii) risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (iii) the failure to obtain Company stockholder approval of the transaction or required regulatory approvals or the failure to satisfy any of the other conditions to the completion of the transaction; (iv) the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, partners and others with whom it does business, or on its operating results and businesses generally; (v) risks associated with the disruption of management’s attention from ongoing business operations due to the transaction; (vi) the ability to meet expectations regarding the timing and completion of the transaction; (vii) general economic, market, or business conditions; (viii) the impact of legislative or regulatory changes, such as changes to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; (ix) changes in governmental reimbursement programs; (x) decreases in revenue and profit margin under fee-for-service contracts due to changes in volume, payor mix and reimbursement rates; (xi) the loss of existing contracts; and (xii) other circumstances beyond the Company’s control.

¹ As of 3/31/2018. 2018E EBITDA multiple based on midpoint of Company guidance

View source version on businesswire.com: https://www.businesswire.com/news/home/20180611005476/en/

Envision:
Envision Healthcare Corporation
Bob Kneeley, 303-495-1245
Vice President, Investor Relations
bob.kneeley@evhc.net
or
Sard Verbinnen & Co
Jared Levy, 212-687-8080
Envision-SVC@sardverb.com
or
Jacob Crows, 212-687-8080
Envision-SVC@sardverb.com
or
Warren Rizzi, 212-687-8080
Envision-SVC@sardverb.com
or
KKR:
Kristi Huller, 212-750-8300
media@kkr.com
or
Cara Major, 212-750-8300
media@kkr.com

Source: Envision Healthcare Corporation

News Provided by Acquire Media

EQT Credit, through its Mid-Market investment strategy, is pleased to announce that it has provided the financing to support Keensight Capital and ERES’ (the “Shareholders”) investment in Biovian (or the “Company”), a leading European player in contract manufacturing and development of biopharmaceuticals. The Company offers outsourcing services in process development and contract manufacturing for small and medium size biotechnology firms and has deep industry expertise across different key biological processes.

Founded in 2003 and based in Turku, Finland, Biovian has 70 employees and a strong offering in key stages of the drug development lifecycle. With main operations in UK, EU, US and South Korea, the Company benefits from a strong Biotech pipeline, fueled by new biologic products progressively replacing traditional pharma.

EQT Credit, as sole lender, is providing a unitranche facility to back the Shareholders acquisition of Biovian.

Paul Johnson, Partner at EQT Partners’ Credit team, Investment Advisor to EQT Credit, commented: ”Biovian has a stable business model and a strong backlog supported by its entrenched relationships with customers. EQT Credit is pleased to provide a financing solution for Biovian and look forward to supporting the Company and its management team under the Shareholders new ownership”.

Contacts
Paul Johnson, Partner at EQT Partners, Investment Advisor to EQT Mid-Market Credit, +44 203 372 94 24
Alexandre Hökfelt, Director at EQT Partners, Investment Advisor to EQT Mid-Market Credit, +44 203 372 94 14
EQT Press Office, +46 8 506 55 334, press@eqtpartners.com

About EQT Credit
EQT Credit invests through three complementary strategies: Senior Debt, Mid-Market Credit (direct lending) and Credit Opportunities. Since inception, EQT Credit has invested in excess of EUR 5 billion in over 160 companies. EQT Credit’s direct lending strategy seeks to provide flexible, long-term debt capital solutions to medium-sized European businesses, across a wide range of sectors. These businesses may be privately-owned corporates seeking alternative funding to grow or be the subject of private equity-led acquisitions or refinancings.

More info: www.eqtpartners.com/Investment-Strategies/Credit

About EQT
EQT is a leading alternative investments firm with approximately EUR 50 billion in raised capital across 27 funds. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 19 billion and approximately 110,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

More information: www.eqtpartners.com

Montagu Private Equity (“Montagu”), a leading European private equity firm, announces today that it has entered exclusive negotiations with Symphony Technology Group and Maincare’s management for the potential acquisition of Maincare.

Over the past twenty years, Maincare Solutions, which specialises in electronic patient records and hospital administration software, has become the main software solutions provider for the healthcare sector in France. Thanks to the Ideo software platform, Maincare has also started its international expansion with its first clients in Luxemburg. Maincare generated sales of €69m over its last 2017 fiscal year with growth of about 10%, it has close to 600 employees.

Christophe Boutin, President of Maincare, said:

“Since becoming independent from McKesson in 2014, Maincare has been structured as an independent company and combined long-term organic growth with focussed acquisitions. Over the next years, Maincare intends to support healthcare’s digitalisation, within hospitals and beyond. We also plan to accelerate our international expansion, having confirmed our potential abroad. To achieve this, our new partnership with Montagu’s team based in Paris, which has substantial experience in these areas, will be a key advantage”

The contemplated transaction remains subject to the approval of relevant regulatory authorities. Bryan Garnier and Linklaters advised Montagu on the transaction.

• Intention to merge leading hearing aid companies Sivantos and Widex into a top-three contender globally with a comprehensive, multi-channel sales and distribution platform in more than 125 markets and combined revenues of approximately EUR 1.6 billion

• Combined businesses to become a global R&D powerhouse as well as an innovation leader with approximately 800 specialists and abundant resources to further accelerate innovation of hearing instruments and tailored solutions including by leveraging its leading digital platform

• Ambition to redefine the competitive landscape for hearing aids serving both existing users as well as improving the offering and access to the millions with hearing impairments

• Exciting career opportunities for the more than 10,000 employees in both organizations across the globe

Lynge, Denmark and Singapore May 16, 2018: EQT funds, owners of Sivantos Pte. Ltd. (“Sivantos”), and the Tøpholm and Westermann families, owners of Widex A/S (“Widex”), today announced that they have agreed terms to merge the two companies. The strategic merger of equals will create a global hearing aid leader generating combined revenues of approximately EUR 1.6 billion and employing more than 10,000 people worldwide. The transaction values the combined entity at an enterprise value of more than EUR 7 billion.

The merger aims at accelerating growth, strengthening market penetration and enhancing efficiencies to enable additional investments into R&D and supply chain. This will allow the merged company to expand access to hearing healthcare via its dedicated salesforce through even more innovative solutions across a wide range of hearing needs, increasing the quality of life of millions of people and allowing them to actively participate in social life.

Marcus Brennecke, Partner at EQT Partners and Investment Advisor to the EQT funds, says: “Sivantos has developed immensely during EQT funds’ ownership and now the idea is to create a game changer for the future of hearing. Combining these two innovative companies will change the hearing experience for people with hearing loss across the world. In Widex, we have found an equally strong partner to Sivantos, sharing a passion for enriching the quality of life for people with hearing deficiencies. The combined company presents a unique opportunity for EQT to extend the investment horizon in Sivantos and take part of the next phase of transforming the hearing aid industry. With nearly 170 years of combined experience, Sivantos and Widex will take the lead in developing hearing aid technology for future generations.”

Jan Tøpholm, Chairman of Widex, added: “We and Sivantos share a common vision of giving people unlimited access to a world of sound by providing unparalleled hearing aids and customer services. I am confident that our employees, partners and customers will benefit from this merger as it will allow us to accelerate our efforts to pioneer innovation, quality, manufacturing and customer satisfaction. Further we will expand our geographical footprint and provide exciting career opportunities for our employees across countries and functions. The merger fits with the families’ values and long-term goals for Widex and that’s why we have decided to substantially invest to become long-term owners.”

Global R&D powerhouse and innovation leader

The intended merger will create one of the most innovative R&D teams in the industry backed by financial and strategic capabilities as well as strong digital skills to become a global powerhouse for innovative hearing aids and hearing care solutions. Combined R&D resources include approximately 800 specialists in R&D centers located in Singapore, Erlangen (Germany) and Lynge (Denmark) with more than EUR 100 million in annual R&D spending.

The R&D centers will continue to develop, and innovation will be accelerated to bring more products to markets faster, to regularly update and develop technology platforms and address more types of hearing disabilities with creative, high-tech and user-friendly solutions. Sivantos and Widex have a joint ambition to change the industry paradigm through digitization, customization and next generation services to transform end-user experience and expand access to hearing.

Both companies have a history of being “first movers”. Building on Siemens’ heritage, Sivantos’ most recent accomplishments include Signia Nx™, a game changing hearing aid platform resolving the “own voice” issue by digitally filtering out any noise disturbances thus improving hearing comfort. Sivantos is also a pioneer in digitalization and remote hearing care with its TeleCare solution allowing audiologists to adjust hearing aids remotely in real time. Widex has recently launched the groundbreaking WIDEX EVOKE™ – the first hearing aid to feature advanced machine learning technology in real time, allowing the hearing aid to learn the user’s preferences and share that learning.

Truly global footprint and strong brands

The combined entity will have a comprehensive, multi-channel sales platform spanning more than 125 markets. The current Sivantos and Widex sales teams will continue to serve and further develop both traditional retail channels and innovative online channels. The ambition is to create a truly global provider with a complementary offering and touchpoints reaching more people with hearing aid needs across the world and securing second to none service to customers. Around 700 million people worldwide suffer from different levels of hearing loss of which only around 10% currently use hearing aid devices.

Sivantos offers a diverse portfolio of technologically advanced products. Product brands include Signia, Siemens, Audio Service, Rexton and A&M, while retail and online brands include HearUSA, audibene and TruHearing. Sivantos has a strong presence in the online channel leveraging its digital capabilities through its strategic partnership with audibene and has recently strengthened its US footprint through a strategic partnership with TruHearing.

Widex offers sophisticated hearing aid technology focusing on high-end solutions. The key brand Widex is supplemented by the Coselgi brand and local brands in certain markets. Products are offered via wholesalers to governments, retail chains and independent retailers, while Widex has an established presence in the B2C market with sales via own retail and online channels directly to end-users.

Sivantos and Widex combined will become an even more global and growth-focused organization. By joining forces, the combined business will offer its employees even better prospects to develop professionally across geographies and functions.

The combined entity will be owned by EQT funds (EQT VI, EQT VII and EQT VIII), including co-investors, as well as the Tøpholm and Westermann families of Denmark. The Tøpholm and Westermann families, founders and owners of Widex, will be the largest individual shareholder in the combined entity reflecting their long-term commitment to the company. The merger will combine the strengths of EQT funds’ value creation capabilities in building sustainable companies with the Widex owners’ long-term ownership horizon. The new headquarters will be based in Lynge (Denmark) and Singapore. The Board of Directors and Management will have a balanced representation from both companies.

The transaction is subject to regulatory approvals and other customary closing conditions. The approval process starts today. Until closing, the merger will have no effect on employees, customers or suppliers.

Financing in connection with the merger is provided by J.P. Morgan, Goldman Sachs and Deutsche Bank and is expected to replace existing financing arrangements. Latham & Watkins has acted as financing counsel. Widex is advised by J.P. Morgan, Kromann Reumert and Deloitte. EQT and Sivantos are advised by Freshfields Bruckhaus Deringer, Plesner, PricewaterhouseCoopers and AON. The Boston Consulting Group has provided additional commercial advice.

This press release constitutes a public disclosure of inside information by Auris Luxembourg II S.A. under Regulation (EU) 596/2014 (16 April 2014). This notification was made by Willem-Arnoud Van Rooyen of by Auris Luxembourg II S.A, on May 16, 2018.

This press release is translated into multiple languages for information purposes. In case of a discrepancy, the English version shall prevail.

Contacts
EQT Press office +46 8 506 55 334
Widex Chairman Jan Tøpholm via Point Communications + 45 23 24 72 10
Sivantos VP Corporate Communication, Gert Van Santen +49 152 02874320

About Sivantos Group
The business operations of the former Siemens AG hearing aid division have been combined into the Sivantos Group (headquartered in Singapore) since early 2015. Sivantos can look back on more than 130 years of German engineering and countless global innovations. Today Sivantos is one of the leading hearing aid manufacturers worldwide. With its 5,950 employees, Sivantos’ international sales organization supplies hearing aids and complementary accessories to hearing care specialists and sales partners in more than 120 countries. The owners of Sivantos are EQT along with the Strüngmann family as a co-investor. Sivantos GmbH is a brand license holder of Siemens AG.

More info: https://www.sivantos.com/en/

About Widex
With more than 60 years’ experience developing state-of-the-art hearing technology, Widex (headquartered in Lynge, Denmark) provides hearing solutions that are easy to use, seamlessly integrated in daily life and enable people to hear naturally. One of the world’s leading hearing aid producers, Widex employs around 4,250 people across sales, manufacturing, operations, distribution and R&D in 38 countries, and its products are sold in 105 countries. The current strategy, introduced in 2018, aims at doubling the business in five years. Widex is owned by the Tøpholm and Westermann families, descendants of the founders.

More info: https://global.widex.com/en

About EQT
EQT is a leading investment firm with approximately EUR 50 billion in raised capital across 27 funds. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 19 billion and approximately 110,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership.

More info: www.eqtpartners.com

May 2, 2018

Utrecht, The Netherlands – Gilde Healthcare announced it has sold its shareholding in molecular diagnostics STAT-Dx (Barcelona, Spain) to QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA). QIAGEN has agreed to acquire all shares of STAT-Dx for $147 million in cash and additional payments of up to $44 million based on the achievement of regulatory and commercial milestones.

Gilde Healthcare acted as lead investor in the EUR 31 million growth financing round in 2016. The financing enabled STAT-Dx to accelerate the growth of the organization, build in-house manufacturing capabilities, expand its product pipeline, obtain European market approval and to prepare go-to-market activities.

Founded in 2010 in Barcelona, Spain, STAT-Dx focuses on the development, manufacturing and commercialization of “Closer to Care” diagnostic solutions in areas where fast and accurate diagnostic results are crucial, such as infectious diseases and critical care. On April 19th, Qiagen announced the European launch of QIAstat-Dx (formerly STAT-Dx DiagCORE), a next generation multiplex diagnostics platform for one-step, fully integrated molecular analysis of common syndromes. QIAstat-Dx is a versatile, easy-to-use platform that consolidates molecular and immunoassay techniques in a single device. The first two tests are extensive respiratory and gastrointestinal panels. Additional tests are in development.

About Gilde Healthcare

Gilde Healthcare is a specialized European healthcare investor managing €1 billion across two business lines: a venture & growth capital fund and a lower mid-market buy-out fund. Gilde Healthcare’s venture & growth capital fund invests in medtech, digital health and therapeutics. The portfolio companies are based in Europe and North America. Gilde Healthcare’s lower mid-market buy-out fund invests in profitable European healthcare services companies with a focus on the Benelux and DACH-region. The portfolio consists of healthcare providers, suppliers of medical products and other service providers in the healthcare market.
For more information, visit the company’s website at www.gildehealthcare.com