Agiliti Inc., a nationwide provider of medical technology management and service solutions to the health care industry, has announced that it has entered into a definitive merger agreement pursuant to which an affiliate of private equity firm Thomas H. Lee Partners L.P. (THL), the company’s majority shareholder, will acquire all outstanding shares of Agiliti common stock not currently owned by THL and its affiliates and certain management shareholders for $10 per share in cash, implying an enterprise value of approximately $2.5 billion.
The purchase price represents premia of approximately 39% and 43% over Agiliti’s 30-day and 90-day volume weighted average price per share, respectively, as of February 23, 2024, the last trading day prior to public disclosure of the transaction.
A special committee of the Agiliti Board of Directors, comprised solely of non-management directors not affiliated or associated with THL and advised by its own independent legal and financial advisors, determined that the proposed transaction is in the best interest of Agiliti and its shareholders (other than THL and its affiliates). Acting upon the unanimous recommendation of the special committee, the Agiliti Board of Directors approved the transaction.
“Agiliti serves a critical role in sustaining our national health care infrastructure, and our dedicated team has led the way to our substantial growth and evolution over the last decade,” said Tom Leonard, CEO of Agiliti. “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.”
The transaction is expected to close in the first half of 2024, subject to customary closing conditions. The transaction has been approved by THL Agiliti LLC in its capacity as the majority shareholder of Agiliti and no other shareholder approval is required. Upon completion of the transaction, Agiliti will become a private company and will no longer be publicly listed or traded on the New York Stock Exchange.
Centerview Partners LLC is acting as exclusive financial advisor to the Special Committee. Weil, Gotshal & Manges LLP is acting as legal counsel to the Special Committee. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to THL. Ropes & Gray LLP is acting as legal counsel to THL.
Quarterly and Full Year Results Announcement
Agiliti noted that, with the proposed transaction, it will not host a conference call to discuss financial results for the fourth quarter and full year 2023. The Company expects to file its Annual Report on Form 10-K detailing results for the quarter and year ended December 31, 2023, on or before March 15, 2024.
