Air Methods Corporation (NASDAQ:AIRM) has entered into a definitive agreement to be acquired by affiliates of American Securities LLC, the company said.
Under the terms of the agreement, affiliates of American Securities will acquire all outstanding shares of Air Methods for USD 43.00 per share in cash. This represents a 20.4% premium to Air Methods´ stock price of USD 35.70 on January 31, 2017 prior to press speculation regarding a sale, and a 24.7% premium to 30-day volume-weighted average price of USD 34.49 as of the same date.
The transaction, which was unanimously approved by Air Methods´ Board of Directors, has a total enterprise value of approximately USD 2.5 billion, including net debt. The transaction will be completed through a cash tender offer for all of the outstanding common shares of Air Methods, followed by a merger in which remaining common shares of Air Methods would be converted into the right to receive the same USD 43 cash per share price paid in the tender offer.
The transaction is conditioned upon satisfaction of the minimum tender condition, which requires that shares representing more than 50% of the Air Methods´ outstanding common shares be tendered, as well as other customary closing conditions. The transaction is expected to close by the end of the second calendar quarter of 2017.
Goldman, Sachs & Co. and Centerview Partners LLC are serving as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Holland & Hart LLP are serving as legal advisors to Air Methods. Weil, Gotshal & Manges LLP is serving as legal advisor to American Securities.
Air Methods Corporation provides air medical transportation. The company´s fleet of owned, leased or maintained aircraft features approximately 500 helicopters and fixed wing aircraft.
Based in New York with an office in Shanghai, American Securities is a US private equity firm that invests in market-leading North American companies with annual revenues generally ranging from USD 200m to USD 2bn and/or USD 50m to USD 200m of EBITDA. American Securities and its affiliates have approximately USD 15bn under management.