American Renal Associates to be acquired by Nautic Partners for $11.50 per share
American Renal Associates (ARA) announced that it has entered into a definitive agreement to be acquired by Innovative Renal Care, an affiliate of Nautic Partners, a middle market private equity firm, in an all-cash transaction that values the company at an aggregate enterprise valuation of approximately $853M excluding non-controlling interest.
Under the terms of the agreement, ARA shareholders will receive $11.50 per share in cash.
This consideration represents an approximate premium of 66% to the company’s closing price on October 1.
The board of ARA unanimously approved the agreement. The transaction is expected to close in Q1 of 2021, subject to shareholder and regulatory approvals, as well as the satisfaction of customary closing conditions.
Centerbridge Partners has entered into a voting agreement pursuant to which it has agreed to vote in favor of the transaction.
The agreement includes a 40-day “go-shop” period, which permits ARA’s board, with the assistance of independent financial and legal advisors, to actively solicit alternative acquisition proposals from third parties, and potentially enter into negotiations with parties that make alternative acquisition proposals.
The board has appointed a special committee of independent directors to oversee the go-shop process.
ARA will have the right to terminate the agreement with Nautic to enter into a superior proposal subject to the terms and conditions of the agreement.
There can be no assurance that this process will result in a superior proposal, and ARA does not intend to disclose developments with respect to the solicitation process unless and until its special committee or the board makes a determination requiring further disclosure. The period commences on the date of the agreement.
ARA closed at $6.92.
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