Aya Healthcare and Cross Country Healthcare announced that they have entered into a definitive agreement. Under the agreement, Aya will acquire Cross Country for $18.61 per share in cash in a transaction valued at about $615 million. The all-cash transaction represents a premium of 67% to Cross Country’s closing price on December 3, 2024, and a premium of 68% to the volume-weighted average trading price for the 30-day trading period ending December 3, 2024.
Aya and Cross Country provide complementary, tech-enabled workforce solutions across the continuum of care. This proposed combination will diversify Aya’s coverage to include Cross Country’s clinical services in non-clinical settings, such as schools and homes, in addition to travel nursing and allied health, per diem, permanent staff hiring, interim leadership, locum tenens and non-clinical professionals in all 50 states.
Clients will benefit by utilizing the full suite of market-leading technology, including a seamless solution for vendor management, float pool technology, provider services, and predictive analytics. From best-in-class service and insights to solving complex staffing challenges, Cross Country and Aya will help clients reduce the cost of care and deliver high patient clinical outcomes. Employees of both companies will benefit from shared best practices, with great opportunities for their personal growth.
Following the completion of the transaction and to ensure a seamless transition, Martins will continue to serve as President and Chief Executive Officer of Cross Country, driving the next phase of growth and innovation for Cross Country as part of Aya.
The completion of the transaction is expected in the first half of 2025, subject to the approval of Cross Country stockholders and the satisfaction of other customary closing conditions, including regulatory approvals. The transaction is not subject to a financing condition. And the Cross Country Board of Directors unanimously approved the merger agreement and intends to recommend that Cross Country stockholders vote in favor of it at a Special Meeting of Stockholders, to be scheduled as soon as practicable.
Upon the deal’s completion, Cross Country will become a private company and its common stock will no longer trade on the NASDAQ. Aya expects to maintain a significant presence in Boca Raton, FL.
Procopio, Cory, Hargreaves & Savitch is serving as legal advisor to Aya Healthcare. BofA Securities, Inc. is serving as financial advisor and Davis Polk & Wardwell LLP is serving as legal advisor to Cross Country Healthcare.
KEY QUOTES:
“We are excited to join forces with Cross Country and, together, bring more innovative solutions and exceptional service across the industry. By combining our strengths, resources and unwavering commitment to delivering best-in-class talent solutions, we are uniquely positioned to offer enhanced value to our healthcare systems, schools, clinicians and non-clinical professionals. Aya and Cross Country will operate as separate brands, supporting each other’s clients with increased access to candidates while expanding assignment opportunities for clinicians.”
– Alan Braynin, president and Chief Executive Officer of Aya
“Aya shares our mission of connecting people and jobs through intuitive technologies and innovative solutions that enable healthcare professionals and organizations to achieve their goals, ensuring clinical excellence and exceptional patient care come first. This compelling all-cash transaction will deliver significant and immediate value to our stockholders. Importantly, it will also enhance and expand services and solutions for our clients, provide a wider array of opportunities and efficiencies for our healthcare clinicians and create new opportunities for our employees as part of an industry leader with a complementary footprint and offering.”
– John A. Martins, President and Chief Executive Officer of Cross Country
“When we founded Cross Country in 1986, we set out to create a company that could change lives for the better. Over nearly four decades, we have solved complex staffing challenges for customers, while providing high-quality outcomes and exceptional patient care. In this next chapter with Aya, I am confident that the combined company will be even better positioned to achieve these goals long into the future.”
– Kevin C. Clark, Co-Founder and Chairman of Cross Country
