Vestar Announces Sales of Press Ganey
NEW YORK – (BUSINESS WIRE) – Vestar announced that Press Ganey (NYSE: PGND), a healthcare performance improvement company, has entered into a definitive agreement to be acquired. Under the terms of the agreement, all of Press Ganey’s common stock will be acquired. Shareholders of record will receive $40.50 in cash per share of Press Ganey common stock, resulting in an enterprise value of approximately $2.35 billion. The offer price represents a 20% premium to the year to date volume-weighted average price and a 62% premium to the initial public offering price for the common stock.
“Press Ganey has made a tangible contribution to improving healthcare delivery by empowering patient voices,” said Norman W. Alpert, Chairman of Press Ganey and Co-President of Vestar Capital Partners.
The agreement followed the unanimous approval by Press Ganey’s Board of Directors. Completion of the transaction is subject to the expiration of a “go-shop” period, the expiration or termination of the applicable waiting period under Hart-Scott-Rodino Antitrust Improvements Act, Press Ganey shareholder approval and other customary closing conditions. The acquisition is expected to be completed during the fourth quarter of 2016.
Barclays and Goldman Sachs are acting as financial advisors to Press Ganey, and Latham & Watkins LLP and Richards, Layton & Finger, PA are serving as legal advisors to Press Ganey.
About Press Ganey
Press Ganey Holdings (NYSE: PGND) is a leading provider of patient experience measurement, performance analytics and strategic advisory solutions for health care organizations across the continuum of care. With over 30 years of experience, Press Ganey is recognized as a pioneer and thought leader in patient experience measurement and performance improvement solutions. Our mission is to help health care organizations reduce patient suffering and improve clinical quality, safety and the patient experience. As of January 1, 2016, Press Ganey served more than 26,000 health care facilities.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm currently managing approximately $5 billion in capital. Specializing in management buyouts and growth capital investments, Vestar invests and collaborates with incumbent management teams and private owners to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business and Financial Services. Since Vestar’s founding in 1988, Vestar funds have completed more than 75 investments in companies with a total value of more than $40 billion.
Additional Information About the Acquisition and Where to Find It
This communication is being made in respect of the proposed transaction involving Press Ganey and an affiliate of EQT. A special stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed merger between Press Ganey and Emerald BidCo, Inc. Press Ganey expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed merger. The definitive proxy statement will be sent or given to the shareholders of Press Ganey and will contain important information about the proposed transaction and related matters. INVESTORS OF PRESS GANEY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PRESS GANEY, EMERALD TOPCO, INC., EMERALD BIDCO, INC. AND THE PROPOSED MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Press Ganey with the SEC at the SEC’s website at www.sec.gov, at Press Ganey’s website at www.pressganey.com or by sending a written request to Press Ganey at 401 Edgewater Place, Suite 500, Wakefield, Massachusetts 01880, Attention: General Counsel and Corporate Secretary.
Participants in the Solicitation
Press Ganey and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Press Ganey’s stockholders in connection with the proposed merger will be set forth in Press Ganey’s definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed merger will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed merger.
Forward-Looking Statements
Certain statements contained in this filing may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the transaction and the ability to consummate the transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Press Ganey undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Press Ganey may be unable to obtain stockholder approval as required for the transaction; (2) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be obtained; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of Press Ganey may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) Press Ganey may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (8) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; (9) the failure by Emerald BidCo, Inc. to obtain the necessary debt financing arrangements set forth in the commitment letters received in connection with the transaction; and (10) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. If the transaction is consummated, Press Ganey’s stockholders will cease to have any equity interest in Press Ganey and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of Press Ganey are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2015 and recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.
Vestar Capital Partners Acquires Mobile Technologies Inc.
NEW YORK, NEW YORK – August 8, 2016 – Vestar Capital Partners (“Vestar”), in partnership with management, announced today that it has acquired Mobile Technologies Inc. (“MTI”), a global leader in mobile device security and display technologies. Terms were not disclosed.
Founded nearly 40 years ago, MTI operates in three business segments: Retail Merchandising (innovative solutions that display, power, and secure mobile devices within the retail environment); ArmorActive (engineered solutions that empower tablets and smartphones for enterprise mobility and connectivity applications); and Global Services (installation, preventive maintenance, on-demand break-fix, and contact center services to support businesses’ retail and enterprise mobile device deployments worldwide).
“Vestar’s financial resources and strategic expertise will help MTI capitalize on its exciting growth opportunities, while continuing to meet and exceed the expectations of our valued customers,” said Chris Remy, president and chief executive officer of MTI. “Going forward, Vestar will enable us to accelerate our progress towards becoming the global leader by further investing in innovation, product development, and service capabilities.”
“We’re confident that our new partnership with Chris Remy and his outstanding management team will lead to new levels of growth and profitability for MTI,” said Robert Rosner, co-president and founding partner of Vestar. “Demand for retail merchandising display technology and enterprise mobility has a high growth outlook, and within that marketplace, MTI offers the only global, device-agnostic, turnkey solutions platform. This unique position, coupled with an outstanding management team, has primed the Company to take full advantage of the dynamic expansion opportunities at hand.”
Kirkland & Ellis LLP served as legal advisor to Vestar. Taft Stettinius & Hollister LLP served as legal advisor to MTI, and TM Capital served as financial advisor.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm currently managing approximately $5 billion in capital. Specializing in management buyouts and growth capital investments, Vestar invests and collaborates with incumbent management teams and private owners to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business and Financial Services. Since Vestar’s founding in 1988, Vestar funds have completed more than 75 investments in companies with a total value of more than $40 billion. For more information, please visit www.vestarcapital.com
About Mobile Technologies Inc. (MTI)
For nearly 40 years, MTI has been a global leader in mobile device display technologies, developing solutions that deliver the highest level of merchandising security for consumer electronics and mobile enterprise applications allowing products, sales and service to be the focus, while security operates efficiently in the background. MTI is based in Portland, OR, with offices in Europe and Asia. For more information, please visit www.mobiletechinc.com/
Triton Container International Limited and TAL International Group, Inc. Complete Combination to Form Triton International Limited
Triton Container International Limited (“Triton”) and TAL International Group, Inc. (NYSE: TAL) (“TAL”) announced today that they have completed their combination to form Triton International Limited (NYSE: TRTN) (“TIL”). TIL is the world’s largest, most capable and most efficient lessor of intermodal freight containers. With a combined container fleet of nearly five million twenty-foot equivalent units (TEU), revenue earning assets of $8.7 billion and an estimated global market share of 25%, TIL serves virtually every major shipping line in the world. The newly formed company expects to achieve $40 million in annual cost synergies.
Following the approval of the transaction earlier today at a special meeting of TAL stockholders and the closing of the transaction, shares of TAL common stock will cease trading on the New York Stock Exchange prior to the opening of the market tomorrow. Triton International Limited will begin trading tomorrow, July 13, 2016, on the New York Stock Exchange.
In accordance with the terms of the transaction agreement, Triton shareholders own approximately 55% of the equity of the combined company and TAL stockholders own approximately 45%. TAL stockholders became entitled to receive one common share of TIL for each share of TAL stock owned upon the closing of the merger.
Brian Sondey, Chairman and Chief Executive Officer, TIL, stated, “We are pleased to close this transformational transaction and look forward to capitalizing on the significant operating and financial benefits of the combination to provide an unmatched level of service to our customers and create long-term value for our shareholders.”
About Triton International Limited
Triton International Limited (“TIL”) (NYSE: TRTN) was created by the merger of Triton Container International Limited and TAL International Group, Inc. TIL is the world’s largest lessor of intermodal freight containers and chassis. With a container fleet of nearly five million twenty-foot equivalent units (TEU), TIL’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.
Important Cautionary Information Regarding Forward-Looking Statements
Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “seem,” “seek,” “continue,” “future,” “will,” “expect,” “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our views, estimates, plans and outlook, industry, future events, the transaction between Triton and TAL, the estimated or anticipated future results and benefits of Triton and TAL following the transaction, including estimated synergies, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of TIL management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding TIL’s businesses and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which TIL operates, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which TIL operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of TIL’s management team; failure to realize the anticipated benefits of the transaction, including a delay or difficulty in integrating the businesses of Triton and TAL; uncertainty as to the long-term value of TIL common shares; the expected amount and timing of cost savings and operating synergies; and those discussed in TAL’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2015 under the heading “Risk Factors,” as updated from time to time by TAL’s and TIL’s Quarterly Reports on Form 10-Q and other documents of TAL and TIL on file with the SEC and in the registration statement on Form S-4 that was filed with the SEC by TIL. There may be additional risks that neither TIL presently knows or that TIL currently believes are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide TIL’s expectations, plans or forecasts of future events and views as of the date of this communication. TIL anticipates that subsequent events and developments will cause TIL’s assessments to change. However, while TIL may elect to update these forward-looking statements at some point in the future, TIL specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing TIL’s assessments as of any date subsequent to the date of this communication.
Triton International Limited
Investors:
John Burns, 914-697-2900
Senior Vice President & Chief Financial Officer
or
Investor Relations and Media Contacts:
The IGB Group
Leon Berman, 212-477-8438
[email protected]
Copyright Business Wire 2016
Merck’s Healthcare Services & Solutions Invests in Majority Stake in StayWell
Yardley, Pa. – July 11, 2016 – The StayWell Company LLC (“StayWell” or “the Company”), a portfolio company of Vestar Capital Partners (“Vestar”), today announced that Healthcare Services & Solutions, LLC (“HSS”), a wholly owned subsidiary of Merck & Co., Inc., Kenilworth, New Jersey, U.S.A. (“Merck”), has invested in a majority stake in the Company.
StayWell will continue to operate as an independent entity after the transaction. Vestar will retain a significant minority stake in the Company. Terms of the transaction were not disclosed.
HSS offers services and solutions that help patients, providers, and payors around the world achieve improved health care outcomes more efficiently and at a lower cost, through cutting-edge illness prevention and wellness programs and care management offerings. HSS operates as a separate business unit, independent from Merck’s pharmaceutical products business. Merck is known as MSD outside the United States and Canada.
“Allying StayWell with a Fortune ‘100’ global leader in health care provides access to increased resources that will propel StayWell’s product development and innovation. We look forward to offering our clients improved services and solutions to address their health care challenges, business objectives, and organizational needs,” said Bill Goldberg, Chief Executive Officer, StayWell.
“In addition, HSS’s existing portfolio of services and solutions has the potential to grow StayWell’s offerings and client base,” said Goldberg. “Longer term, HSS’s global reach and network will enable StayWell to offer expanded support to its global customers. StayWell will be better positioned to respond to industry trends and changing client needs.”
“The StayWell organization offers several significant enhancements for the existing HSS businesses, particularly with its rich health care content, delivered across multiple channels,” said Guy Eiferman, Managing Director, HSS. “StayWell also brings a large customer base, particularly in its domestic U.S. commercial footprint which includes hospitals, health care providers, health plans, major employers, and leading health advocacy organizations. Our shared emphasis on improving health outcomes, combined with our strong foundations in data, science, and evidence-based offerings, will provide new opportunities for both organizations as a result of this transaction.”
“Partnering with HSS will take StayWell to the next level of growth,” said Andrew Cavanna, Managing Director, Vestar. “We believe that our investment will be greatly enhanced by HSS’s market knowledge, suite of products, and executive leadership.”
Kirkland & Ellis LLP and Wells Fargo Securities advised Vestar. Covington & Burling LLP, Piper Jaffray & Co., and Accenture advised HSS.
About HSS
Healthcare Services & Solutions, LLC (HSS) is a subsidiary of Merck & Co., Inc., Kenilworth, New Jersey, U.S.A. that operates independently from the pharmaceutical business as a separate business unit, enabling HSS to build on a rich legacy and to explore new opportunities in human health care while leveraging its parent company's corporate capabilities in the health care industry, science, regulatory affairs, and outcomes research. Doing so allows HSS to develop and commercialize global value-added services and solutions with an evidence-based approach. For more information, please visit www.healthcareservicesandsolutions.com
About StayWell
StayWell is a health engagement company that helps its clients engage and educate people to improve health and business results. StayWell brings decades of experience working across the health care industry to design solutions that address its clients’ evolving needs. We fuse expertise in health engagement and the science of behavior change with an integrated portfolio of solutions and robust content assets to effectively engage people to make positive health care decisions. StayWell programs have received numerous top industry honors, including the C. Everett Koop National Health Award and the Web Health Award for health engagement programs. StayWell also has received URAC and NCQA accreditation for several of its programs. StayWell is headquartered in Yardley, Pennsylvania, and also has major locations in Salt Lake City, Utah and St. Paul, Minnesota. To learn more, visit www.staywell.com
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm currently managing approximately $5 billion in capital. Specializing in management buyouts and growth capital investments, Vestar invests and collaborates with incumbent management teams and private owners to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business and Financial Services. Since Vestar’s founding in 1988, Vestar funds have completed 75 investments in companies with a total value of more than $40 billion. For more information, please visit www.vestarcapital.com
About Merck
For 125 years, Merck has been a global health care leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to health care through far-reaching policies, programs, and partnerships. For more information, visit www.merck.com
Vestar Capital Partners Agrees to Sell Sun Products to Henkel in $3.6 Billion Transaction
NEW YORK, NY – June 24, 2016 – Vestar Capital Partners (“Vestar”) announced today that Henkel Consumer Goods Inc., a subsidiary of Henkel AG & Co. KGaA (“Henkel”), has signed a definitive agreement to acquire The Sun Products Corporation (“Sun Products”), a Vestar Capital Partners V portfolio company. The transaction is valued at $3.6 billion.
Sun Products, based in Connecticut, has a portfolio of iconic laundry and household brands, such as all®, Sun®,Wisk®,Snuggle® and Sunlight®. The company also develops and manufactures laundry and dish care brands for leading retailers in North America. In fiscal 2015, the company generated sales of approximately $1.6 billion in the US and Canada. Sun Products employs approximately 2,000 people.
“This transaction is a major strategic move for Henkel. North America is one of the most important markets for us worldwide. With the acquisition of Sun Products we will improve our position in the USA, the world’s largest laundry market,” said Henkel Chief Executive Officer Hans Van Bylen. With the acquisition, Henkel will advance to the number-two position in the laundry care market in North America.
“The partnership between Jeff Ansell and the Sun Products leadership and the Vestar Consumer team has been highly successful for our firm and our investors,” said Dan O’Connell, chief executive officer and founder of Vestar Capital Partners. “We are proud of the company’s many achievements under our ownership, including improved profitability, healthier core brands and strengthened operations and believe the combination with Henkel's North America business will create a strong platform for future success.”
“Joining forces with Henkel is the ideal step following our multi-year journey of transformation into a competitive and profitable industry leader,” said Jeffrey P. Ansell, Sun Products chairman, president and chief executive officer. “The collaboration with Vestar has been outstanding, and together with our talented team we’ve developed a winning business model that includes strong national and retailer brands, fueled by innovation leadership, a streamlined cost structure and manufacturing expertise to deliver consistently high-quality products. Moving forward with Henkel, we will bring even more exciting innovation into the North America market, delighting consumers, customers and our employees with more career-broadening opportunities.”
The closing of the transaction is subject to customary regulatory approvals and other customary closing conditions.
Morgan Stanley & Co. LLC acted as financial advisor and Kirkland & Ellis LLP acted as legal advisor to Sun Products.
About Henkel
Henkel operates worldwide with leading brands and technologies in three business units: Laundry & Home Care, Beauty Care and Adhesive Technologies. Founded in 1876, Henkel holds globally leading market positions, both in the consumer and in the industrial businesses, with well-known brands such as Persil®, Schwarzkopf® and Loctite®. Henkel employs about 50,000 people and reported sales of 18.1 billion euros ($20.1 billion) and adjusted operating profit of 2.9 billion euros ($ 3.25 billion) in fiscal 2015. Henkel’s preferred shares are listed in the German stock index DAX. For more information, please visit www.henkel.com or www.henkel-northamerica.com
About The Sun Products Corporation
The Sun Products Corporation, headquartered in Wilton, Connecticut, is a leading North American provider of laundry detergent, fabric softeners and other household products. With annual net sales of approximately $1.6 billion, the Company’s portfolio of products are sold under well-known brands that include all®, Snuggle®, Wisk®, Sun®, Surf®, and Sunlight®. In addition, Sun Products is the brand-building partner and supplier for many retailers for both laundry and dish products in North America. For more information visit: www.sunproductscorp.com.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm currently managing approximately $5 billion in capital. Specializing in management buyouts and growth capital investments, Vestar invests and collaborates with incumbent management teams and private owners to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business and Financial Services. Since Vestar’s founding in 1988, Vestar funds have completed 75 investments in companies with a total value of more than $40 billion. For more information, please visit www.vestarcapital.com.
Media Contacts:
For Vestar Capital Partners:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
Jennifer Hurson
(845) 507-0571
For Sun Products:
Kathryn Corbally
Phone: +1 203 254-6762
Email: [email protected]
Edelman
Chad Tendler
Phone: +1 212 704-4498
Email: [email protected]
Vestar Capital Partners Announces Promotions
NEW YORK, NEW YORK – February 4, 2016 – Vestar Capital Partners, a leading U.S. private equity firm, today announced the promotions of four professionals of the firm. Winston Song has been promoted to principal, and Nikhil Bhat, Matt Dubbioso and Alex Kerr have been promoted to vice presidents
“These promotions are well-deserved, and we are pleased to recognize these valued members of the team,” said Dan O’Connell, CEO of Vestar. “We look forward to even greater contributions from them in their new roles.”
A member of the Firm’s Consumer group, Mr. Song first joined Vestar in 2006 from Lehman Brothers’ Global Leveraged Finance Group. He rejoined Vestar in 2011 after receiving his MBA from The Wharton School of the University of Pennsylvania. Mr. Song began his career with CSFB Strategic Partners, Credit Suisse’s private equity secondary fund. He holds a BA in Economics-Political Science from Columbia University.
Mr. Bhat, a member of the Firm’s Diversified Industries Group, joined Vestar in September 2014 as a senior associate. He previously worked on the Industrials team at Advent International, and began his career as a consultant at Bain & Company. Mr. Bhat received a B.S. in Economics, magna cum laude, from the Wharton School of the University of Pennsylvania, and earned his M.B.A. with distinction as an Arjay Miller Scholar from the Stanford Graduate School of Business.
Mr. Dubbioso, a member of the Firm's Healthcare Group, joined the firm in 2011 as an associate. Prior to Vestar, Matt was an analyst at Bank of America Merrill Lynch, where he spent time in both the Technology and Media & Telecom groups. Matt graduated summa cum laude from Cornell University with a B.S. in Applied Economics and Management.
Mr. Kerr joined Vestar in September 2014 as a senior associate in the Firm’s Diversified Industries Group. Prior to joining Vestar, he was an associate at Madison Dearborn Partners. Mr. Kerr previously held analyst positions at Merrill Lynch and Citigroup. He holds a B.S., cum laude, from Georgetown University’s School of Foreign Service, and an M.B.A. from The Wharton School of the University of Pennsylvania.
Contact:
Owen Blicksilver Public Relations
Carol Makovich
(203) 940-2257
Jennifer Hurson
(845) 507-0571
Healthgrades Appoints Scott Booker as Chief Executive Officer and to Healthgrades Board of Directors
DENVER--(BUSINESS WIRE)--Healthgrades, the leading online resource for comprehensive information about physicians and hospitals, today announced that Scott Booker has been appointed Chief Executive Officer and a member of the Board of Directors, effective immediately. Mr. Booker succeeds Roger Holstein, who will assume the role of Vice Chairman of the Healthgrades Board and return to Vestar Capital Partners, the private equity firm that is the majority stakeholder of Healthgrades, to focus his efforts as a Managing Director there.
Mr. Holstein will work closely with Mr. Booker to ensure a smooth transition of leadership and continued momentum with consumers and healthcare partners, building on the company’s success to date. An experienced product, marketing and technology executive, Mr. Booker has held leadership roles at e-commerce and consumer websites, including travel site Hotels.com, an Expedia Inc. company, and social entrepreneurial retailer Stella & Dot.
“Healthgrades’ mission – to bring information and transparency to consumers to help them find the right care – is one that I share, and I look forward to advancing it in partnership with our talented employees and our healthcare partners,” said Mr. Booker. “As Healthgrades continues to evolve its industry-leading marketplace platform and redefines how consumers find the right doctor, hospital and care, no company is better positioned to help our country’s leading health systems capitalize on the significant opportunities ahead. We will continue to develop our healthcare partners’ digital brands and distribution strategies to connect with consumers on their digital properties, with the 30 million consumers who visit Healthgrades every month, and through Healthgrades proprietary distribution network.”
Norm Alpert, Chairman of the Healthgrades Board of Directors and Co-founder and President of Vestar Capital Partners, said: “I am confident that Scott’s experience and leadership will continue to accelerate Healthgrades’ growth by deepening relationships with our healthcare partners and enhancing our engagement platform, using our insights on consumers and providers.” Mr. Alpert continued, “I thank Roger for his leadership at Healthgrades and for his dedication to the company. During his tenure, the company tripled our online audience and dramatically expanded our client base, and I look forward to continuing to work with him in his role on the Board of Directors of Healthgrades and at Vestar.”
During his tenure at Expedia, Inc. (2004 to 2013), Mr. Booker served in a number of roles across retail operations, customer marketing and global e-commerce, most recently as President of Hotels.com Worldwide. He has held roles at Stella & Dot, Accenture and Citigroup and has experience running both multi-billion dollar and start-up businesses. Mr. Booker has a strong track record of working with partners to drive customer engagement, which will be one of his key priorities at Healthgrades.
“With a track record of success in the digital marketplace and a unique and valuable perspective on customer relationship management from his time in the travel and retail sectors, Scott will lead the execution of our growth strategy,” said Mr. Holstein. “I am proud of the tremendous progress we have achieved at Healthgrades over the past four years and now is the right time to pass on the torch of leadership. Now more than ever, Healthgrades has significant growth opportunities ahead and Scott’s extensive experience will continue to drive our business forward by identifying new ways to partner with providers and connect with consumers.”
About Healthgrades
Healthgrades, headquartered in Denver, Colorado, is the leading online resource for comprehensive information about physicians and hospitals. Today, more than one million people a day use the Healthgrades websites to search, compare and connect with hospitals and physicians based on the most important measures when selecting a healthcare provider: experience, hospital quality and patient satisfaction. For more information about Healthgrades, visit http://www.healthgrades.com or download the Healthgrades iPhone app.
Contacts
Media:
Healthgrades
Jennifer Newman, 303-298-4551
[email protected]
Additional detail from Becker's Hospital Review: http://www.beckershospitalreview.com/hospital-executive-moves/healthgrades-new-ceo-scott-booker-of-hotels-com.html
The J. M. Smucker Company Announces Secondary Common Stock Offering
ORRVILLE, Ohio, Nov. 23, 2015 /PRNewswire/ -- The J. M. Smucker Company (NYSE: SJM) (the "Company") today announced that Blue Holdings I, L.P. (the "Selling Shareholder") intends to offer for sale in an underwritten secondary offering 3,861,650 shares of the Company's common stock pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The Company originally issued to the Selling Shareholder 17,061,079 shares of common stock on March 23, 2015 in connection with the Company's acquisition of Big Heart Pet Brands, of which 3,861,650 shares were held by the Selling Shareholder immediately prior to the offering. The shares to be sold by the Selling Shareholder represent 100% of the ownership interests attributable to affiliates of Vestar Capital Partners. The Company is not selling any shares and will not receive any proceeds from the proposed offering.
Morgan Stanley and Credit Suisse will act as the underwriters for the offering. The Company has filed a registration statement (File No. 333-197428) (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates, and the Company intends to file a further prospectus supplement with respect to this offering. Before you invest, you should read the prospectus and prospectus supplements in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov. Alternatively, copies of the prospectus supplements and accompanying prospectus relating to the offering, when available, may be obtained by writing or telephoning us at:
The J. M. Smucker Company
Attention: Corporate Secretary
One Strawberry Lane
Orrville, Ohio 44667
(330) 684-3838
Morgan Stanley and Credit Suisse will arrange to send you the prospectus supplements and accompanying prospectus relating to the offering if you request them by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, phone: (800) 221-1037, email: [email protected].
This press release will not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The proposed offering of these shares of common stock is being made only by means of one or more prospectus supplements and a related prospectus.
Triton and Tal International Announce Merger Creating World's Largest Intermodal Container Lessor
HAMILTON, BERMUDA and PURCHASE, N.Y. -- November 9, 2015 -- Triton Container International Limited (“Triton”) and TAL International Group, Inc. (NYSE:TAL) (“TAL International”) jointly announced today that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals transaction. The transaction, which has been unanimously approved by the Boards of Directors of both companies, will create the world’s largest lessor of intermodal freight containers with a combined container fleet of nearly five million twenty-foot equivalent units (TEU) and revenue earning assets of $8.7 billion.
Under the terms of the transaction agreement, Triton and TAL International will combine under a newly-formed holding company, Triton International Limited (“Triton International”), which will be domiciled in Bermuda and is expected to be listed on the New York Stock Exchange. Triton shareholders will own 55% of the equity of the combined company and TAL International shareholders will own 45%. TAL International shareholders will receive one common share of Triton International for each share of TAL International stock owned. TAL International shareholders will also receive a special dividend of $0.54 per share upon closing of the transaction.
Company Backgrounds
Triton was founded in 1980 and is currently owned by Warburg Pincus LLC and Vestar Capital Partners, along with other private investors, including members of Triton management. Triton operates a container fleet of 2.4 million TEU, services its customers through 19 subsidiary offices in 13 countries and is domiciled in Bermuda.
TAL International was founded in 1963 and has been publicly listed since 2005. TAL International operates a container fleet of 2.4 million TEU, services its customers through 17 offices in 11 countries and is domiciled in Delaware.
Transaction Highlights
- A merger of Triton and TAL International will create the world’s largest and most efficient intermodal container leasing company with a container fleet of 4.8 million TEU, resulting in industry cost leadership and an enhanced container supply capability.
- The combined company expects to realize $40 million per year in annual SG&A synergies, by aligning infrastructure and creating a best-in-class systems environment. The cost savings are expected to be fully implemented by the end of 2016.
- The transaction is expected to be approximately 30% accretive to net income per share for TAL International’s existing shareholders when cost savings are fully realized.
- The regional and product line strengths of Triton and TAL International are highly complementary. The combined company will offer its customer base a broad range of container types and will maintain close customer relationships across all major geographic locations.
- Consummation of the transaction will not require any incremental leverage and existing debt facilities at Triton and TAL International will largely remain in place.
- The new company expects to implement an annual dividend of $1.80 per share and intends to adopt a share repurchase plan of up to $250 million following the close of the transaction. The planned share repurchase program will be completed using the company’s existing liquidity, and will supplant TAL International’s recently announced $150 million buyback program.
Ed Schneider, Co-Founder and Chairman of the Board, Triton, stated, “This transaction will create a company with deep industry knowledge, enhanced operating and systems capabilities and expanded fleet size. Both Triton and TAL International have well-earned reputations for competence and reliability with our customers, suppliers and capital providers. We are proud of what Triton has accomplished over the last 35 years and we believe that joining forces with TAL International is a next logical step in our evolution. We look forward to bringing together our similar cultures of dependability, high quality customer service and teamwork.”
Brian Sondey, President and Chief Executive Officer, TAL International, stated, “This is a transformational transaction. The new company’s enhanced capabilities, larger scale and improved cost competitiveness will better position it in the current soft operating environment and provide valuable operating leverage when the market recovers. In addition, our customers will benefit from significantly expanded supply capabilities, the industry’s best container build quality and top-tier customer service. Both Triton and TAL International have delivered industry-leading returns over the last ten years, and we are very excited to work together to continue this tradition of success as a larger, stronger, more profitable company.”
Simon Vernon, President and Chief Executive Officer, Triton, stated, “Bringing together our two highly compatible companies is a powerful combination that will deliver a number of compelling strategic and financial benefits to the stakeholders of both companies. The product line and customer strengths of Triton and TAL International are highly complementary, which will allow us to preserve the core strengths of each company. We also share a strong commitment to container quality, investment discipline and operational excellence. Both organizations are focused on making the integration as seamless as possible for our respective customers and suppliers. TAL International will be an excellent partner for us and we are looking forward to bringing these two outstanding companies together.”
Financial Highlights
The combined company expects to achieve $40 million in annual SG&A synergies upon full integration by the end of 2016, to be realized through aligning infrastructure and creating a best-in-class systems environment. No additional leverage is required to consummate the transaction and existing Triton and TAL International debt facilities will largely remain in place. Both companies have significant undrawn financing availability for liquidity and capital expenditures under their existing credit facilities.
GAAP purchase accounting adjustments at Triton International will result in a reduction to the carrying value of certain revenue earning assets. In addition, a lease intangible asset will be created to reflect the value of above market lease rates on certain existing leases. These accounting changes will not impact the borrowing base availability under the debt facilities of either Triton or TAL International. These purchase accounting adjustments, which are non-cash, will likely decrease net income in 2016, be approximately net income neutral in 2017 and positively impact net income thereafter.
Management and Board of Directors
Following the completion of the transaction, TAL International’s President and Chief Executive Officer Brian Sondey will serve as Chief Executive Officer, Triton’s President and Chief Executive Officer Simon Vernon will serve as President, and TAL International’s Chief Financial Officer John Burns will serve as Chief Financial Officer of the combined company. Triton’s Chairman Ed Schneider will see the transaction through to close and has announced that he will then retire.
The newly-formed company will be domiciled in Bermuda and will continue to have significant operating subsidiaries worldwide.
The Board of Directors of the newly-formed company will initially be comprised of nine directors. It is expected that three directors will come from Triton’s existing Board of Directors with one additional director to be identified by Triton, four will come from TAL International’s existing Board of Directors, and one new independent director will be identified by TAL International's Nominating and Governance Committee after conducting an external search process. From and after the closing, Warburg Pincus LLC and Vestar Capital Partners will have the right to designate three of the nine directors, subject to step down as their ownership decreases after the closing.
Following the close of the transaction, Warburg Pincus and Vestar will own approximately 27% and 15%, respectively, of Triton International. A majority of the Board of Directors will be independent under New York Stock Exchange standards.
Approvals and Time to Close
The transaction is subject to Triton and TAL International shareholder approval, regulatory clearances and other customary closing conditions. Triton shareholders holding Triton common shares sufficient to approve the transaction on behalf of the Triton shareholders have agreed to vote in favor of the transaction. The companies expect to complete the transaction during the first half of 2016.
Advisors
Wells Fargo Securities is serving as financial advisor to Triton, and Cleary Gottlieb Steen & Hamilton LLP is serving as its legal advisor. BofA Merrill Lynch is serving as financial advisor to TAL International and Skadden, Arps, Slate, Meagher & Flom LLP and Shearman & Sterling LLP are serving as its legal advisors.
Investor Conference Call and Webcast
Triton and TAL International will host a joint investor conference call to discuss the proposed merger tomorrow, November 10, 2015, at 8:00 AM U.S. Eastern Time. To access the call, please use one of the following dial-in numbers: (866) 547-1509 (toll-free U.S. and Canada), and (920) 663-6208 (International), and enter the Conference ID number 75434916. A telephone replay of the call will be available for 60 days and can be accessed by dialing (800) 585-8367 ((404) 537-3406 international callers). The access code for the replay is 75434916. An investor presentation will be made available on Triton’s and TAL International’s websites.
About Triton Container International Limited
Triton is one of the world’s largest lessors of intermodal cargo containers. Domiciled in Bermuda and with 19 subsidiary offices in 13 countries, Triton has focused on providing exceptional customer service, designing and maintaining a superior quality fleet and operating a world-wide, customer-centric infrastructure. Through its world-wide network of Triton regional service subsidiaries, agents and depots, and a dedicated, experienced staff, Triton meets its customers' needs by providing equipment in demand locations at flexible and competitive lease terms.
About TAL International Group, Inc.
TAL International is one of the world's largest lessors of intermodal freight containers and chassis with 17 offices in 11 countries and approximately 230 third-party container depot facilities in 40 countries. TAL International's global operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis. TAL International is among the world's largest independent lessors of intermodal containers and chassis as measured by fleet size.
Forward-Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, the proposed transaction between Triton and TAL International, the estimated or anticipated future results and benefits of Triton and TAL International following the transaction, including estimated synergies, the likelihood and ability of the parties to successfully close the proposed transaction, future opportunities for the combined company, and other statements that regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction; failure to realize the anticipated benefits of the transaction, including as a result of a delay in completing the transaction or a delay or difficulty in integrating the businesses of Triton and TAL International; uncertainty as to the long-term value of Triton International common shares; the expected amount and timing of cost savings and operating synergies; failure to receive the approval of the stockholders of Triton and TAL International for the transaction, and those discussed in TAL International’s Annual Report on Form 10-K for the year ended December 31, 2014 under the heading “Risk Factors,” as updated from time to time by TAL International’s Quarterly Reports on Form 10-Q and other documents of TAL International on file with the Securities and Exchange Commission ("SEC") or in the registration statement on Form S-4 that will be filed with the SEC by Triton International. There may be additional risks that neither Triton nor TAL International presently know or that Triton and TAL International currently believe are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Triton’s and TAL International’s expectations, plans or forecasts of future events and views as of the date of this press release. Triton and TAL International anticipate that subsequent events and developments will cause Triton’s and TAL International’s assessments to change. However, while Triton and TAL International may elect to update these forward-looking statements at some point in the future, Triton and TAL International specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Triton’s and TAL International’s assessments as of any date subsequent to the date of this press release.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information
This communication is not a solicitation of a proxy from any stockholder of TAL International. In connection with the proposed transaction, Triton International will file with the SEC a registration statement on Form S-4 that will constitute a prospectus of Triton International and include a proxy statement of TAL International. TAL International will mail the proxy statement/prospectus to stockholders. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the proxy statement/prospectus, as well as other filings containing information about TAL International free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, free of charge, by directing a request to TAL International Group, Inc., 100 Manhattanville Road, Purchase, New York 10577, Attention: Secretary.
The respective directors and executive officers of Triton, TAL International and Triton International and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding TAL International’s directors and executive officers is available in its proxy statement filed with the SEC on March 19, 2015. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and their respective interests will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Triton Investor Contact: Steve Controulis, Senior Vice President & Chief Financial Officer (415) 956-6311
TAL International Investor Contact: John Burns, Senior Vice President & Chief Financial Officer (914) 697-2877
Media Contacts: Denise DesChenes/Ron Low/Pamela Blum, Sard Verbinnen & Co (212) 687-8080
ISS, Ethix Clients to Receive Integrated ESG Solutions
ROCKVILLE, MD., & STOCKHOLM (Sept. 15, 2015 ) – Institutional Shareholder Services Inc. (“ISS”), a leading provider of corporate governance solutions to the global financial community, today announced the acquisition of Ethix SRI Advisors AB, a globally recognized firm providing sustainable and responsible investment (SRI) research and advisory solutions to assist in investment decision-making. Effective today, Ethix SRI Advisors will be renamed ISS-Ethix.
Established in 1999 and with offices in Stockholm and Copenhagen, Ethix is a trusted advisor to asset owners and investment managers around the globe, representing more than €300 billion in assets under management. Ethix provides its global clients with deep expertise across a range of SRI issues, including environmental, human rights, labor standards, corruption and controversial weapons. Key services include policy development, company research and portfolio monitoring, support of active ownership programs, stakeholder communication, and reporting. Ethix is a long standing signatory of the UN-supported PRI and board member of the European Sustainable Investment Forum.
“This acquisition is in keeping with our long-standing commitment to expand our product offerings, provide innovative solutions, and deliver the highest levels of service to our clients across the globe,” said ISS President & CEO Gary Retelny. “The addition of Ethix will help our clients navigate the complex and rapidly evolving SRI landscape through cutting-edge technology that is underpinned by world-class ESG data, analytics, and research.”
ISS-Ethix will maintain its operations in both Stockholm and Copenhagen with its staff representing 13 countries and covering more than 15 languages remaining in place. ISS-Ethix will continue to be led by Ethix’s Managing Director and Founding Partner, Ulrika Hasselgren, a veteran of the responsible investment industry who has advised institutional investors in sustainable and responsible investment for more than 15 years.
“With the combination of ISS’ comprehensive governance offerings and Ethix’s deep expertise in environmental and social research and analysis, we are poised to offer our clients a truly integrated solution to meet both the depth and breadth of institutions‘ ESG needs, ” said Hasselgren.
Hasselgren, will also lead ISS‘ overall responsible investment business initiatives and continue to be based in Scandinavia.
“We are very pleased to welcome Ulrika and the entire Ethix team to the ISS family,” said ISS Chief Revenue Officer Stephen Harvey. “We look forward to integrating our teams, products, and services to provide clients of both Ethix and ISS a turn-key solution that is global in scope.”