US private equity company Thomas H Lee Partners (THL), through its affiliate, has signed a definitive agreement to acquire medical technology management and service solutions provider Agiliti, valuing the business at approximately $2.5bn.
Upon completion of the deal, Agiliti will become a private company and no longer be publicly listed or traded on the NYSE.
As part of the latest deal, THL will purchase all outstanding shares of Agiliti common stock that are currently not owned by THL, its affiliates, and management shareholders, for $10.00 each in cash.
The consideration marks a premium of approximately 39% and 43% over Agiliti's 30-day and 90-day volume-weighted average price per share, respectively.
THL is the majority shareholder of Agiliti, which serves more than 10,000 healthcare providers across the US, including acute care and alternate site providers.
Agiliti helps healthcare providers reduce costs, enhance operating efficiencies, and support optimal patient outcomes.
In addition, a special committee of the Agiliti board of directors, consisting of non-management directors not affiliated with THL, and advised by independent legal and financial advisers, deemed the transaction beneficial for Agiliti and its shareholders, excluding THL and its affiliates.
Following the unanimous recommendation from the Special Committee, the Agiliti board of directors approved the proposed merger.
The deal is due to be completed in the first half of 2024, upon the fulfilment of customary closing conditions.
It has been approved by THL Agiliti in its capacity as the majority shareholder of Agiliti and no other shareholder approval is required.
Centerview Partners is serving as the exclusive financial adviser while Weil, Gotshal & Manges is providing legal counsel to the Special Committee.
Goldman Sachs & Co and Ropes & Gray are acting as the exclusive financial adviser and legal counsel to THL, respectively.
Agiliti CEO Tom Leonard said: “We are pleased to expand our five-year partnership with THL in a transaction that provides immediate value and liquidity to our shareholders while lifting certain overhangs that had limited our performance in the public market since the time of our IPO.”
