MOORESTOWN, N.J., Oct. 31,
2023 /PRNewswire/ -- Tabula Rasa HealthCare,
Inc.® ("TRHC" or the "Company") (NASDAQ: TRHC), a leading
healthcare company advancing personalized, comprehensive care for
value-based organizations, today announced that its stockholders
approved the previously announced acquisition by Nautic Partners
("Nautic"), following which TRHC is expected to combine with
ExactCare Pharmacy, a portfolio company of Nautic. The proposal to
adopt the merger agreement was approved at a virtual special
meeting of the Company's stockholders held today with approximately
99.6% of the votes cast in favor of the proposal, which represented
approximately 70.9% of the outstanding shares of Company common
stock.
"We are happy to have the strong support of Tabula Rasa's
stockholders who recognize the value of bringing us together with
Nautic's ExactCare portfolio company to advance our ability to
partner with risk-bearing healthcare organizations serving those
with complex care needs," said Brian
Adams, President and CEO of TRHC. "This combination will
extend our reach and position us to take advantage of existing and
emerging opportunities within and adjacent to our core PACE
market."
The Company expects to complete the transaction during the
fourth quarter of 2023, subject to customary closing conditions.
Upon closing, Tabula Rasa will become a privately held company and
shares of TRHC common stock will no longer be listed on the Nasdaq
stock exchange.
About Tabula Rasa HealthCare
Tabula Rasa HealthCare (TRHC) (NASDAQ: TRHC) enables simplified
and individualized care that improves the health of those we serve.
We offer comprehensive pharmacy services that include personalized,
precision medication management and delivery as well as a suite of
clinical and business management tools that help health plans and
at-risk provider groups maximize revenue, optimize utilization and
improve patient health. For more information, visit
tabularasahealthcare.com.
About ExactCare
ExactCare, a national medication management and pharmacy care
provider, delivers solutions to help people with complex, chronic
medical needs overcome medication-related and chronic care
challenges. Founded in 2009, the company enables better health for
patients and better clinical, quality and economic outcomes for the
healthcare organizations that care for them—including payers, home
health organizations, primary care practices and other providers.
ExactCare provides comprehensive long-term pharmacy care to
patients in assisted and independent living facilities, through
transitions of care, and in their homes—with a focus on improving
patient adherence to prescribed medications and enabling safer,
more effective medication regimens. ExactCare also provides a
number of value-based solutions, including HEDIS Gap Closure
Assistance and Medication Therapy Management (MTM) Programs. For
more information, visit exactcare.com.
About Nautic Partners
Nautic Partners is a Providence, Rhode
Island-based middle-market private equity firm that focuses
our expertise and market knowledge on three sectors: Healthcare,
Industrials and Services. Nautic has completed 155 platform
transactions throughout our 37-year history. In pursing our
thematic and proactive investment strategy, we seek to partner with
executives and management teams in an effort to accelerate the
growth trajectory of our portfolio companies via acquisitions,
targeted operating initiatives, and increased management team
depth. For more information, please visit www.nautic.com.
Forward-Looking Statements
This communication contains "forward-looking statements" that
involve risks and uncertainties, as well as assumptions that, if
they never materialize or prove incorrect, could cause our results
to differ materially from those expressed or implied by such
forward-looking statements. The statements contained in this
communication that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended ("Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act").
Forward-looking statements are often identified by the use of words
such as, but not limited to, "anticipate," "believe," "can,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "will," "plan," "project," "seek," "should," "target,"
"would," and similar expressions or variations intended to identify
forward-looking statements.
These statements are based on the beliefs and assumptions of
TRHC's management based on information currently available to
management. Such forward-looking statements are subject to risks,
uncertainties and other important factors that could cause actual
results and the timing of certain events to differ materially from
future results expressed or implied by such forward-looking
statements.
Factors that could cause or contribute to such differences
include but are not limited to the following: (i) the risk that the
proposed transaction may not be completed in a timely manner or at
all; (ii) the possibility that any or all of the various conditions
to the consummation of the proposed transaction may not be
satisfied or waived, including the failure to receive any required
regulatory approvals from any applicable governmental entities (or
any conditions, limitations or restrictions placed on such
approvals); (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive transaction agreement relating to the proposed
transaction, including in circumstances which would require TRHC to
pay a termination fee; (iv) the effect of the announcement or
pendency of the proposed transaction on TRHC ability to attract,
motivate or retain key executives and employees, its ability to
maintain relationships with its customers, vendors, service
providers and others with whom it does business, or its operating
results and business generally; (v) risks related to the
proposed transaction diverting management's attention from TRHC's
ongoing business operations; (vi) the risk of stockholder
litigation in connection with the proposed transaction, including
resulting expense or delay; and (vii) (A) any other risks discussed
in Part I, Item 1A, "Risk Factors" in the TRHC's most recent Annual
Report on Form 10-K for the fiscal year ended December 31,
2022 and (B) other risk factors identified from time to time in
other filings with the SEC. Filings with the SEC are available on
the SEC's website at http://www.sec.gov.
Actual results could differ materially from those anticipated in
the forward-looking statements. TRHC disclaims any obligation to
update publicly any forward-looking statements, whether in response
to new information, future events or otherwise, except as required
by applicable law.
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SOURCE Tabula Rasa HealthCare, Inc.