CynergisTek’s Stockholders to Receive $1.25 Per
Share in Cash
CynergisTek, Inc. (NYSE American: CTEK), a leading
cybersecurity, privacy, compliance, and IT audit firm helping
organizations in highly regulated industries navigate emerging
security and privacy issues, announces it has entered into a
definitive agreement to be acquired by Clearwater Compliance LLC
(collectively with its affiliates, “Clearwater”), a healthcare
focused cybersecurity, compliance, and risk management solutions
firm, in an all cash transaction that values CynergisTek at
approximately $17.7 million. Clearwater is a portfolio company of
funds affiliated with Altaris Capital Partners, LLC, an investment
firm focused exclusively on the healthcare industry.
Under the terms of the merger agreement, CynergisTek
stockholders will receive $1.25 per share in cash, representing a
premium of approximately 112% over CynergisTek’s closing share
price on May 20, 2022, the last full trading day prior to the
transaction announcement, and a premium of approximately 48% over
CynergisTek’s one-month volume-weighted average closing price
through May 20, 2022. Upon completion of the transaction,
CynergisTek will become a privately held subsidiary of Clearwater,
and CynergisTek shares will no longer be listed on any public
market. CynergisTek and Clearwater will partner together to further
accelerate their shared missions of delivering best in class health
cybersecurity, privacy and audit services.
“Today’s announcement is a testament to the strength of
CynergisTek’s people-centric approach to cybersecurity, privacy and
audit and our important role in serving healthcare and our many
other clients,” said Mac McMillan, President and CEO of CynergisTek
Inc. “We have made tremendous strides in expanding our service
offerings over the years. We believe that merging Clearwater and
CynergisTek as a private company, will allow the combined entity to
be more agile with greater flexibility to continue investing in
innovation with the opportunity to scale as a Managed Service
Provider (MSP) expanding and enhancing its service portfolio. Many
industries, not just Healthcare, are turning to MSPs for the
support and expertise they need to meet today’s cyber threats.
Building on our combined leadership position we’ll be able to
create a more valuable platform for the industry and our clients.
This is an exciting new chapter for CynergisTek that would not have
been possible without our employees’ hard work and commitment to
our customers, partners, investors and each other.”
“CynergisTek is an industry leader in healthcare cybersecurity,
privacy and audit, supporting a large enterprise customer base,”
said Steve Cagle, Chief Executive Officer of Clearwater. “The
combination of our companies will result in a comprehensive
portfolio of solutions that add significant value for our customers
and for the healthcare industry. We are incredibly excited to bring
together two of the top healthcare focused cybersecurity companies
and look forward to working hand in hand with colleagues at
CynergisTek to support our customers and proactively address their
growing cybersecurity and compliance needs.”
Transaction Details
CynergisTek’s Board of Directors (the “Board”) has unanimously
approved the merger agreement with Clearwater and recommends that
CynergisTek stockholders vote in favor of the proposed merger and
the merger agreement. CynergisTek expects to hold a Special Meeting
of Stockholders to consider and vote on the proposed merger and the
merger agreement as soon as practicable after the mailing of the
proxy statement to its stockholders.
The merger agreement includes a 30-day period expiring June 21,
2022 (and in certain cases 35 days, expiring June 26, 2022), which
allows CynergisTek and its advisors to actively solicit, initiate,
encourage or facilitate superior acquisition proposals from third
parties. In accordance with the merger agreement, the Board, with
the assistance of its advisors, intends to solicit superior
proposals during this period. In addition, CynergisTek may, at any
time, subject to the provisions of the merger agreement, respond to
unsolicited proposals that are reasonably likely to result in a
superior proposal. CynergisTek will have the right to terminate the
merger agreement with Clearwater to enter into a superior proposal
subject to the terms and conditions of the merger agreement,
including payment of a termination fee to Clearwater in connection
with such termination. There can be no assurance that the
solicitation process will result in a superior proposal or that any
other transaction will be approved or completed, and CynergisTek
does not intend to disclose developments with respect to the
solicitation process unless and until the Board determines such
disclosure is appropriate or otherwise required.
The transaction is expected to close in the third quarter of
2022, subject to customary closing conditions, including approval
by CynergisTek stockholders. CynergisTek will continue to be
headquartered in Austin, Texas.
Mac McMillan, CEO and Co-Founder of CynergisTek, and Paul
Anthony, CFO of CynergisTek, have entered into voting agreements
pursuant to which they have agreed, among other things, to vote
their shares of CynergisTek common stock in favor of the
merger.
Advisors
Craig-Hallum Capital Group LLC is providing a fairness opinion
with respect to the transaction to the Board. American Growth
Capital is acting as exclusive financial advisor to CynergisTek,
with Kirton McConkie PC acting as CynergisTek’s legal counsel.
ArentFox Schiff LLP is acting as legal counsel to Clearwater.
About CynergisTek, Inc.
CynergisTek is a top-ranked cybersecurity consulting firm
helping organizations in highly-regulated industries, including
those in healthcare, government, and finance navigate emerging
security and privacy issues. CynergisTek combines intelligence,
expertise, and a distinct methodology to validate a company's
security posture and ensure the team is rehearsed, prepared, and
resilient against threats. Since 2004, CynergisTek has been
dedicated to hiring and retaining experts who bring real-life
experience and hold advanced certifications to support and educate
the industry by contributing to relevant industry associations. For
more information, visit www.cynergistek.com or follow us on Twitter
or LinkedIn.
About Clearwater Compliance LLC
Clearwater is the leading provider of cybersecurity, risk
management, and HIPAA compliance software, consulting, and managed
services for the healthcare industry. Clearwater’s solutions enable
organizations to avoid preventable breaches, protect patients and
their data, meet regulatory requirements, and optimize
cybersecurity investment. More than 400 healthcare organizations,
including 70 of the nation’s largest health systems and a large
universe of physician groups and digital health companies, trust
Clearwater to meet their cybersecurity and compliance needs. For
more information about Clearwater, please visit
https://clearwatercompliance.com.
Cautionary Note Regarding Forward Looking Statements
This release contains certain forward-looking statements
relating to the business of CynergisTek. These forward-looking
statements are within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and can be identified by the use of forward-looking
terminology such as “believes,” “expects,” “anticipates,” “would,”
“could,” “intends,” “may,” “will,” or similar expressions. Such
forward-looking statements involve known and unknown risks and
uncertainties, including but not limited to uncertainties relating
to the failure to obtain the required votes of CynergisTek’s
stockholders; the timing to consummate the proposed merger; the
conditions to closing of the proposed merger not being satisfied or
the closing of the proposed merger otherwise not occurring; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, including in
circumstances that would require CynergisTek to pay a termination
fee; unanticipated difficulties or expenditures relating to the
proposed merger; the diversion of management time on merger-related
issues; results of litigation, settlements and investigations;
actions by third parties, including governmental agencies and
including the response of customers, service providers and business
partners to the announcement of the proposed merger;
product/services development; long and uncertain sales cycles; the
ability to obtain or maintain proprietary intellectual property
protection; future capital requirements; competition from other
providers; the ability of CynergisTek’s vendors to continue
supplying CynergisTek with supplies and services at comparable
terms and prices; CynergisTek’s ability to successfully compete and
introduce enhancements and new features that achieve market
acceptance and that keep pace with technological developments;
CynergisTek’s ability to maintain its brand and reputation and
retain or replace its significant customers; cybersecurity risks
and risks of damage and interruptions of information technology
systems; CynergisTek’s ability to retain key members of management
and successfully integrate new executives; CynergisTek’s ability to
complete acquisitions, strategic investments, entry into new lines
of business, divestitures, mergers or other transactions on
acceptable terms, or at all; potential risks and uncertainties
relating to the existing and ultimate impact of the COVID-19
pandemic, including actions that may be taken by governmental
authorities to contain the COVID-19 outbreak or to treat its
impact, and the potential negative impacts of COVID-19 on the
global economy and financial markets; the general economic impact
of the ongoing war in Ukraine, including the impact of related
sanctions being imposed by the U.S. Government and the governments
of other countries, and the impact of potential reprisals as a
consequence of the war in Ukraine and any related sanctions; and
other factors that may cause actual results to be materially
different from those described herein as anticipated, believed,
estimated or expected. Certain of these risks and uncertainties are
or will be described in greater detail in CynergisTek’s Annual
Report on Form 10-K for the year ended December 31, 2021 (as
amended on Form 10-K/A) and the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2022, each filed with the Securities
and Exchange Commission (“SEC”), which are available at
http://www.sec.gov. Given the risks and uncertainties, readers
should not place undue reliance on any forward-looking statement
and should recognize that the statements are predictions of future
results which may not occur as anticipated. Many of the risks
listed above have been, and may further be, exacerbated by the
COVID-19 pandemic, including its impact on the healthcare industry,
or the ongoing war in Ukraine. Actual results could differ
materially from those anticipated in the forward-looking statements
and from historical results, due to the risks and uncertainties
described herein, as well as others not now anticipated. The
forward-looking statements are made as of the date of this
communication, and CynergisTek is under no obligation (and
expressly disclaims any such obligation) to update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy the securities of CynergisTek or
the solicitation of any vote or approval. The proposed merger and
the merger agreement described above will be submitted to
CynergisTek’s stockholders for their consideration at a special
meeting of the stockholders. In connection therewith, CynergisTek
intends to file relevant materials with the SEC, including a
definitive proxy statement on Schedule 14A, which will be mailed or
otherwise disseminated to CynergisTek’s stockholders when it
becomes available. CynergisTek may also file other relevant
documents with the SEC regarding the proposed merger.
STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND ANY
OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Stockholders may obtain a free copy of the definitive proxy
statement and any amendments or supplements thereto and other
documents filed by CynergisTek, once such documents are filed with
the SEC, at the SEC's web site at http://www.sec.gov. The proxy
statement and such other documents may also be obtained for free
from CynergisTek by directing such request to
InvestorRelations@cynergisTek.com.
Participants in the Solicitation
CynergisTek and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. A list of the names of such
directors and executive officers and information concerning such
participants’ ownership of CynergisTek’s common stock is set forth
in CynergisTek’s definitive proxy statement on Schedule 14A for the
2021 annual meeting of stockholders, filed with the SEC on August
26, 2021, as modified or supplemented by any Form 3 or Form 4 filed
with the SEC since the date of such proxy statement, and by
CynergisTek’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, filed with the SEC on March 28, 2022 (as amended
on Form 10-K/A, filed with the SEC on April 29, 2022). Additional
information about the direct or indirect interests, by security
holdings or otherwise, of those participants will be included in
the definitive proxy statement and other documents filed with the
SEC regarding the proposed merger, if and when they become
available. Free copies of these materials may be obtained as
described in the preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220523005928/en/
CynergisTek Investor Relations Contact: CynergisTek, Inc.
Bryan Flynn (512) 402-8550 x7 InvestorRelations@cynergistek.com
CynergisTek Media Contact: CynergisTek, Inc. Trinity
McPherson (443) 853-8468 trinity.mcpherson@cynergistek.com
CynergisTek (AMEX:CTEK)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
CynergisTek (AMEX:CTEK)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024