HERNDON, Va., Feb. 3, 2022 /PRNewswire/ -- SOC Telemed,
Inc. (NASDAQ: TLMD) (the "Company" or "SOC Telemed"), the largest
national provider of acute care telemedicine, today announced that
it has entered into a definitive agreement to be acquired by
Patient Square Capital ("Patient Square"), the leading dedicated
health care investment firm.
Under the terms of the agreement, SOC Telemed stockholders will
receive $3.00 in cash per share
of Class A common stock ("the common stock"). The per share
purchase price represents a premium of approximately 366.1% over
SOC Telemed's closing share price on February 2, 2022, the last full trading day prior
to the transaction announcement and a 93.1% premium to SOC
Telemed's sixty-day volume-weighted average price (VWAP) through
February 2, 2022.
The Board of Directors of SOC Telemed (the "Board"), having
determined that the transaction is in the best interests of the
Company's stockholders, has unanimously approved the transaction
and recommends that Company stockholders approve the
transaction and adopt the merger agreement at the Special
Meeting of Stockholders to be called in connection with the
transaction. Stockholders collectively holding approximately
39% of the outstanding shares of common stock have entered into a
voting agreement pursuant to which they have agreed, among other
things, to vote their shares of the Company's common stock in favor
of the transaction.
Steve Shulman, Chairman of the
SOC Telemed Board of Directors, said, "Patient Square Capital's
acquisition of SOC Telemed, which is the culmination of a
comprehensive process, represents a compelling opportunity for all
stakeholders. After being approached by Patient Square Capital, we
formed an independent committee of the Board, which thoroughly
reviewed the proposal with the assistance of independent financial
and legal advisors. Following the independent committee's unanimous
recommendation, the Board unanimously determined that the
all-cash offer unlocks maximum value to stockholders, and that the
experience and resources of Patient Square Capital would best
position the Company for growth in the years to come. Lastly,
today's announcement is a testament to the hard work of the SOC
Telemed team, which worked tirelessly to achieve an optimal outcome
for our stakeholders."
Upon completion of the transaction, SOC Telemed will become a
private company with the flexibility and resources to continue
investing in its clinical capabilities, innovating its offering and
expanding its footprint.
Following the completion of the transaction, SOC Telemed will
continue to be led by Dr. Chris
Gallagher, Chief Executive Officer, who assumed the role of
CEO in September of 2021. Dr. Gallagher was previously Co-Founder
and CEO of Access Physicians, a high growth and experienced
multi-specialty acute care telemedicine business that was acquired
by SOC Telemed in March of 2021.
"Today's announcement validates SOC Telemed's market-leading
technology-enabled clinical services platform for acute care
telemedicine, which we have deployed across more than 1,000
facilities nationwide," said Dr. Gallagher. "The last several years
have revealed the critical ways that technology can expand access
to care, improve clinician efficiency, and enable more
cost-effective care delivery. Achieving those goals will require
focus, time and meaningful investment in the years to come. We
believe that as a private company, with the expertise and support
of the team at Patient Square Capital, SOC Telemed will be best
positioned to meet the growing needs of patients, physicians and
our hospital partners."
Patient Square Capital brings to SOC Telemed extensive and
relevant experience with health systems and provider organizations.
The Partners at Patient Square have spent years on the boards of
directors of leading health care organizations, including: HCA,
Duly Health and Care (formerly DuPage Medical Group), OB
Hospitalist Group, Envision Healthcare, Summit BHC, Covenant
Physician Partners and Access Physicians, among others.
"Having served on the board of Access Physicians prior to its
acquisition by SOC Telemed, I had the opportunity to see first-hand
the vital role that inpatient telemedicine can play in transforming
clinical workflows, addressing clinician shortages, and enabling
timely and high-quality patient care," said Karr Narula, Founding Partner of Patient
Square. "We look forward to partnering with Dr. Gallagher and
the SOC Telemed team to invest meaningfully in the business to
further accelerate growth and expand its offerings in the years to
come."
Transaction Details
The agreement includes a 30-day "go-shop" period, which allows
the SOC Telemed Board of Directors and its advisors to actively
initiate, solicit and consider alternative acquisition proposals
from third parties. The SOC Telemed Board of Directors will have
the right to terminate the merger agreement to enter into a
superior proposal subject to the terms and conditions of the merger
agreement. There can be no assurance that this "go-shop" will
result in a superior proposal, and SOC Telemed does not intend to
disclose developments with respect to the solicitation process
unless and until it determines such disclosure is appropriate or
otherwise required. Following the expiration of the go-shop period,
SOC Telemed will be subject to customary "no-shop" restrictions on
its ability to solicit acquisition proposals from third parties or
to provide information to and engage in discussions with any third
parties in relation to an alternative acquisition proposal, subject
to customary exceptions that permit the SOC Telemed Board of
Directors to comply with its fiduciary duties.
The transaction is expected to close in the second quarter of
2022, subject to the satisfaction or waiver of customary closing
conditions, including the approval by SOC Telemed stockholders and
receipt of Hart-Scott Rodino antitrust approval in the U.S. Upon
closing of the transaction, SOC Telemed's common stock will no
longer be listed on any public market.
Fourth Quarter 2021 Financial Results
SOC Telemed will publish its results for the full year and
fourth quarter of 2021 by March 31,
2022.
Advisors
William Blair is acting as
exclusive financial advisor to SOC Telemed, Orrick, Herrington
& Sutcliffe LLP is acting as deal legal counsel to SOC Telemed
and DLA Piper LLP is acting as healthcare legal counsel to SOC
Telemed. Kirkland & Ellis LLP is acting as deal legal counsel
to Patient Square Capital and Latham & Watkins LLP is acting as
healthcare legal counsel to Patient Square Capital.
About SOC Telemed
SOC Telemed ("SOC") is the leading national provider of acute
telemedicine technology and solutions to hospitals, health systems,
post-acute providers, physician networks, and value-based care
organizations since 2004. Built on proven and scalable
infrastructure as an enterprise-wide solution, SOC's
technology platform, Telemed IQ, rapidly deploys and
seamlessly optimizes telemedicine programs across the continuum of
care. SOC provides a supportive and dedicated partner presence,
virtually delivering patient care through teleNeurology,
telePsychiatry, teleCritical Care, telePulmonology,
teleCardiology, teleInfectious Disease,
teleNephrology, teleMaternal-Fetal Medicine and other service
lines, enabling healthcare organizations to build sustainable
telemedicine programs across clinical specialties. SOC enables
organizations to enrich their care models and touch more lives by
supplying healthcare teams with industry-leading solutions that
drive improved clinical care, patient outcomes, and organizational
health. The company was the first provider of acute clinical
telemedicine services to earn The Joint Commission's Gold Seal of
Approval and has maintained that accreditation every year since
inception. For more information, visit www.soctelemed.com.
About Patient Square Capital
Patient Square Capital is a dedicated health care investment
firm that partners with best-in-class management teams whose
products, services and technologies improve health. We utilize our
deep industry expertise, our broad network of relationships and a
true partnership approach to make investments in companies that
will grow and thrive. We believe in the power these companies have
to improve patient lives, strengthen communities and create a
healthier world. Patient Square is purpose built by a team of
industry-leading executives, differentiated by the depth of our
focus in health care, the breadth of our health care investing
experience, and the network we can activate to drive differentiated
outcomes. Most importantly, patients are squarely at the center of
all that we do. For more information,
visit www.patientsquarecapital.com.
Important Information and Where to Find It
In connection with the proposed transaction between SOC Telemed,
Inc. ("SOC Telemed") and Patient Square Capital ("Patient Square"),
SOC Telemed will file with the Securities and Exchange Commission
("SEC") relevant materials, including a proxy statement (the "Proxy
Statement"), the definitive version of which will be sent or
provided to SOC Telemed stockholders. SOC Telemed may also file
other documents with the SEC regarding the proposed transaction.
This communication is not a substitute for the Proxy Statement or
any other document which SOC Telemed may file with the SEC or send
to its stockholders in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION, PARTIES TO THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies of
the Proxy Statement (when it is available) and other documents that
are filed or will be filed with the SEC by SOC Telemed through the
website maintained by the SEC at www.sec.gov, SOC Telemed's
investor relations website at https://investors.soctelemed.com or
by contacting the SOC Telemed investor relations department at the
following:
SOC Telemed, Inc.
srubis@soctelemed.com
(214) 681-7991
Participants in the Solicitation
SOC Telemed and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding SOC
Telemed's directors and executive officers, including a description
of their direct interests, by security holdings or otherwise, is
contained in SOC Telemed's proxy statement for its 2021 annual
meeting of stockholders, which was filed with the SEC on
May 10, 2021. Additional information
regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the proposed
transaction, including the interests of SOC Telemed's directors and
executive officers in the transaction, which may be different than
those of SOC Telemed stockholders generally, will be included in
the Proxy Statement that will be filed with the SEC relating to the
proposed transaction when it becomes available. You may obtain free
copies of these documents, when available, using the sources
indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on SOC Telemed's current expectations,
estimates and projections about the expected date of closing of the
proposed transaction and the potential benefits thereof, its
business and industry, management's beliefs and certain assumptions
made by SOC Telemed and Patient Square Capital, all of which are
subject to change. In this context, forward-looking statements
often address expected future business and financial performance
and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "could," "seek," "see,"
"will," "may," "would," "might," "potentially," "estimate,"
"continue," "expect," "target," similar expressions or the
negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements, including statements about the parties' ability to
consummate the proposed transaction on the anticipated timeframe or
at all, to make any filing or take any other action required to
consummate the proposed transaction on the anticipated timeframe or
at all, or to realize the anticipated benefits of the proposed
transaction are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in
forward-looking statements. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include,
but are not limited to: (i) the completion of the proposed
transaction on the anticipated terms and timeframe, including
obtaining stockholder and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion
and growth of SOC Telemed's business and other conditions to the
completion of the proposed transaction; (ii) the impact of the
COVID-19 pandemic on SOC Telemed's business and general economic
conditions; (iii) SOC Telemed's ability to implement its business
strategy; (iv) significant transaction costs associated with the
proposed transaction; (v) potential litigation relating to the
proposed transaction; (vi) the risk that disruptions from the
proposed transaction will harm SOC Telemed's business, including
current plans and operations; (vii) the ability of SOC Telemed to
retain and hire key personnel; (viii) potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (ix)
legislative, regulatory and economic developments affecting SOC
Telemed's business; (x) general economic and market developments
and conditions; (xi) the evolving legal, regulatory and tax regimes
under which SOC Telemed operates; (xii) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect
SOC Telemed's financial performance; (xiii) restrictions during the
pendency of the proposed transaction that may impact SOC Telemed's
ability to pursue certain business opportunities or strategic
transactions; (xiv) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism, outbreak
of war or hostilities, or pandemics; (xv) any potential negative
effects of this communication or the consummation of the proposed
transaction on the market price of SOC Telemed's common stock; and
(xvi) other factors as set forth from time to time in SOC Telemed's
filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2020, and
its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021, each as may be
updated or supplemented by any subsequent filings that SOC Telemed
may file with the SEC, as well as SOC Telemed's response to any of
the aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the Proxy Statement to be filed with the SEC in
connection with the proposed transaction. Investors are cautioned
not to place undue reliance on such statements which speak only as
of the date they are made. While the list of factors presented here
is, and the list of factors presented in the Proxy Statement will
be, considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and other similar risks, any of
which could have a material adverse effect on SOC Telemed's
financial condition, results of operations, or liquidity. SOC
Telemed does not assume any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
Media Contact
Doug Allen/Zach Kouwe
Dukas Linden Public Relations
646-722-6530
PatientSquare@DLPR.com
Investor Relations
Steve Rubis
Vice President, Investor Relations
SOC Telemed
(214) 681-7991
srubis@soctelemed.com
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SOURCE SOC Telemed