WATERTOWN, Mass., May 24, 2018 /PRNewswire/ -- athenahealth, Inc. (NASDAQ: ATHN), a leading provider of network-enabled services for hospital and ambulatory customers nationwide, issued the following statement in response to the press release and letter issued today by Elliott Management:
The athenahealth Board of Directors takes very seriously its obligation to protect shareholders and to take only those actions that are in the best interests of all shareholders. The Board currently is undertaking a thorough and deliberate analysis of Elliott Management's proposal to acquire the Company for $160 per share in cash and will continue to take the time necessary to complete this review notwithstanding Elliott Management's attempts to publicly pressure the Board and management team. The Board will communicate the results of this analysis and its recommendation promptly.
Our record is clear: members of the athenahealth Board and management team have had an ongoing dialog with the Company's major shareholders, as well as Elliott Management, regarding the Company's business and the Elliott proposal. Although the Company does not comment on the specifics of any conversation with its shareholders, this ongoing engagement has been constructive and has provided an opportunity for shareholders to share their perspectives with management and the Board. Based on our discussions with shareholders, we do not believe the positions set forth in Elliott Management's letter are representative of the positions of all of our shareholders. In addition, notwithstanding the assertions in Elliott Management's letter, the Company fully engaged with respect to Elliott's prior private proposal and, after careful analysis, the Board determined that the proposal was not in the best interests of the Company's shareholders. The Company communicated the Board's determination to Elliott Management.
The Board will take into account the views of all of its shareholders as it evaluates the proposal from Elliott Management and considers the appropriate recommendation. The Board will take the time necessary to complete its work so that it can recommend only those actions that it determines are in the best interests of all shareholders.
Meanwhile, athenahealth continues to play an innovative and valuable role in the healthcare industry. We sit in the very early days of the digitization of healthcare and the Company remains excited by its future.
Lazard and Centerview Partners have been retained as financial advisors to assist the Board in this analysis, and Weil, Gotshal & Manges LLP has been engaged as legal counsel to the Company.
About athenahealth, Inc.
athenahealth partners with hospital and ambulatory customers to drive clinical and financial results. We offer medical record, revenue cycle, patient engagement, care coordination, and population health services. We combine insights from our network of 114,000 providers and 110 million patients with deep industry knowledge and perform administrative work at scale. For more information, please visit www.athenahealth.com.
This press release contains 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 management's expectations to advance value creation across the athenahealth business and to become healthcare's first platform company; statements regarding management's expectations for future financial and operational performance, expected growth, positioning in the market, and business outlook; statements regarding management's focus on the execution of our strategic plan and expected outcomes, including anticipated cost savings, increased efficiencies, streamlined workflow, margin improvements, and improvements in employee engagement; statements regarding recently announced changes to the Company's leadership and governance structure and expected outcomes. Forward-looking statements may be identified with words such as "will," "may," "expect," "plan," "anticipate," "upcoming," "believe," "estimate," or similar terminology, and the negative of these terms. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These risks and uncertainties include: our ability to successfully implement our strategic initiatives and achieve their anticipated impact; our ability to manage changes in our management team and changes resulting from our workforce reduction and office closures; our highly competitive industry and our ability to compete effectively and remain innovative; the development of the market for cloud-based healthcare information technology services; changes in the healthcare industry and their impact on the demand for our services; our ability to successfully recruit qualified new executive and board talent and to manage our management transition; our ability to maintain consistently high growth rates due to lengthening customer sales cycles and lower utilization; the impact of changes in our business model and structure; our ability to successfully implement operational and leadership initiatives; our ability to effectively manage our growth; our ability to protect our intellectual property; current and future litigation, including for intellectual property infringement; our dependence on third-party providers; risks and costs associated with our worldwide operations; our ability to attract and retain highly-skilled employees; our fluctuating operating results; our ability to retain our customers and maintain customer revenue; our tax liability; our variable sales and implementation cycles; the timing at which we recognize certain revenue and our ability to evaluate our prospects; defects and errors in our software or services, or interruptions or damages to our systems or those of third parties on which we rely; a data security breach; limitations on our use of data; the effect of payer and provider conduct; the failure of our services to provide accurate and timely information; changing government regulation and the costs and challenges of compliance; the potential for illegal behavior by employees or subcontractors; and the price volatility of our common stock. Forward-looking statements speak only as of the date hereof and, except as required by law, we undertake no obligation to update or revise these forward-looking statements. For additional information regarding these and other risks faced by us, refer to our public filings with the Securities and Exchange Commission ("SEC"), available on the Investors section of our website at www.athenahealth.com and on the SEC's website at www.sec.gov.
Barrett Golden / Nick Lamplough / Scott Bisang
Joele Frank, Wilkinson Brimmer Katcher
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SOURCE athenahealth, Inc.