HealthStream's Board of Directors Declares Special Dividend of
approximately $32.5 million, or $1.00 per share, from Proceeds
NASHVILLE, Tenn.--(BUSINESS WIRE)--
HealthStream (NASDAQ: HSTM) today announced the divestiture of its
Patient Experience (PX) business to Press Ganey Associates for $65.5
million in cash.
"The outstanding solutions and service our PX employees have provided to
customers over the years have been noticed by many in the industry,"
said Robert A. Frist, Jr., Chief Executive Officer, HealthStream. "Their
commitment to our vision to improve the quality of healthcare ensured
that the voice of the patient was heard. We are grateful for their
contributions to HealthStream and the industry."
"Press Ganey is passionate about advancing patient-centered care
supported by a high performing workplace," said Patrick T. Ryan, Chief
Executive Officer, Press Ganey Associates. "We have great respect for
the partnerships that HealthStream has developed with its patient
experience and engagement clients and look forward to adding these
organizations to Press Ganey's transformative platform. We are committed
to ensuring a seamless transition and to partnering in their mission to
deliver safe, high-quality, patient-centered care."
HealthStream first entered the PX business in 2005 when it acquired Data
Management & Research Company and has grown the business both
organically and inorganically since that time. HealthStream expects
after-tax cash proceeds of approximately $50.0 million, $6.55 million of
which is subject to an indemnification escrow under the terms of the
purchase agreement with Press Ganey. The Company anticipates recording a
book gain of the sale of its PX business of between $20.0 million to
$23.0 million. HealthStream will provide 2018 financial guidance in its
fourth quarter 2017 earnings release. Brentwood Capital Advisors LLC
acted as HealthStream's financial advisor and Bass, Berry & Sims acted
as HealthStream's legal advisor in this transaction.
The proceeds received from this transaction provide an ideal opportunity
for HealthStream to return value directly to its shareholders.
Accordingly, the Board of Directors has declared a $1.00 per common
share special cash dividend payable on April 3, 2018 to shareholders of
record on March 6, 2018.
Robert A. Frist, Jr., Chief Executive Officer, HealthStream, said,
"Although we are divesting our PX business to Press Ganey Associates, we
are entering into a new strategic collaboration with them. In a separate
press release today, we are announcing a new seven-year agreement to
provide the technology infrastructure as the exclusive gateway to Press
Ganey's content. We look forward to advancing patient-centered care
through this strategic collaboration."
HealthStream (NASDAQ: HSTM) is dedicated to improving patient outcomes
through the development of healthcare organizations' greatest asset:
their people. Our unified suite of solutions is contracted by,
collectively, approximately 4.65 million healthcare employees in the
U.S. for workforce development, training & learning management, talent
management, credentialing, privileging, provider enrollment, performance
assessment, and managing simulation-based education programs. Based in
Nashville, Tennessee, HealthStream has additional offices in Brentwood,
Tennessee; Jericho, New York; Boulder; Colorado; San Diego, California;
and Chicago, Illinois. For more information, visit http://www.healthstream.com
or call 800-933-9293.
This press release contains forward-looking statements that involve
risks and uncertainties regarding HealthStream, including with respect
to the anticipated after-tax cash proceeds to be received from, and the
anticipated book gain with respect to, this transaction. Investors are
cautioned that such results or events predicted in these statements may
differ materially from actual future events or results. This information
has been included in reliance on the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. The Company cautions
that forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause actual results,
performance, or achievements to be materially different from future
results, performance, or achievements, including, without limitation, as
the result of risks referenced in the Company's Annual Report on Form
10-K for the year ended December 31, 2016, filed on February 27, 2017,
and in the Company's other filings with the Securities and Exchange
Commission from time to time. The Company undertakes no obligation to
update or revise any forward-looking statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180212006145/en/
Mollie Condra, Ph.D., 615-301-3237
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