PURCHASE, N.Y.--(BUSINESS WIRE)--Jun. 11, 2012--
IntegraMed America, Inc. (NASDAQ: INMD) (“IntegraMed” or “the Company”),
a leader in developing, marketing and managing specialty healthcare
facilities in the fertility
care markets, announced today that it has entered into a definitive
agreement to be acquired by affiliates formed by Sagard Capital
Partners, L.P. (“Sagard Capital”), an investment fund and IntegraMed
shareholder, for $14.05 per share in cash, or a total equity purchase
price of $169.5 million. The consideration represents a 24% premium to
IntegraMed’s closing stock price of $11.34 on June 8, 2012, the last
trading day prior to today’s announcement, and a 46% premium to
IntegraMed’s average daily closing price over the past year.
Jay Higham, Chairman, CEO and President of IntegraMed, commented, “This
transaction delivers on two of our key objectives, as we have secured a
premium to IntegraMed’s share price and a long-term partnership with a
respected investor. With Sagard, we will have the additional financial
flexibility to continue investing in the growth of our business. Sagard
is a long-term investor, and this transaction demonstrates their
confidence in the Company’s fundamental business operations and growth
prospects. Furthermore, we believe that Sagard’s principals respect and
value the unique team of physicians, clinic staff and management that
are the foundation of IntegraMed’s success.”
Dan Friedberg, Managing Partner of Sagard Capital, said, “We are excited
about this transaction and partnership. IntegraMed has built a powerful
business model anchored by a strong and experienced team of medical,
clinical and administrative personnel and by its management and support
services. They have consistently provided the highest levels of patient
care and treatment innovation, while also delivering strong financial
performance at above-industry growth rates. We look forward to working
together with the IntegraMed team and providing the resources and
support for the Company’s continued growth and success.”
The transaction is not subject to financing and is expected to close no
later than mid November 2012. The agreement is subject to shareholder
approval as well as other regulatory and customary closing conditions.
IntegraMed’s largest shareholder owns 26.9% of the Company’s outstanding
shares and has agreed to vote in favor of the transaction. Sagard
Capital owns an additional 3.7% of IntegraMed’s outstanding shares.
Jefferies & Company is serving as financial advisor and Dorsey & Whitney
LLP is serving as legal advisor to IntegraMed. Finn Dixon & Herling LLP
is serving as legal counsel to Sagard Capital.
About Sagard Capital Partners, L.P.
Sagard Capital is a long-term investor in public and private small and
mid-sized companies. Sagard Capital is an evergreen fund with an
indefinite holding period for its investments. Sagard specializes in
flexible equity structures in minority and control positions that best
address a company's needs. Sagard partners with management teams
committed to driving long-term value, through a combination of capital,
a global network of relationships, a team built to deliver value-added
support, and a focus on building strong, sustainable leading businesses
over the long term. Additional information may be found at www.sagardcapital.com.
About IntegraMed America, Inc.
IntegraMed is a leader in developing, marketing and managing specialty
outpatient healthcare facilities, with a current focus on the fertility
care markets. IntegraMed supports its provider networks with
clinical and business information systems, marketing and sales,
facilities and operations management, finance and accounting, human
resources, legal, risk management, quality assurance, and fertility
treatment financing programs.
Attain Fertility Centers, an IntegraMed Specialty, is the
nation’s largest fertility center network, with 15 company-managed
partner centers and 23 affiliate centers, comprising over 130 locations
across 34 states and the District of Columbia. Nearly one of every four
IVF procedures in the U.S. is performed in an Attain Fertility Centers
Vein Clinics of America, an IntegraMed Specialty, is the leading
provider of specialty vein care services in the U.S. The IntegraMed Vein
Clinic network operates 48 centers across 15 states, principally in the
Midwest and Southeast.
For more information about IntegraMed please visit: www.integramed.com
for investor background, www.attainfertility.com
for fertility, or www.veinclinics.com
for vein care.
Statements contained in this press release that are not based on
historical fact, including statements concerning future results,
performance and expectations related to timing of the acquisition are
forward-looking statements that may involve a number of risks and
uncertainties. Actual results may differ materially from the statements
made as a result of various factors, including, but not limited to,
shareholder approval, regulatory approval and other risks, including
those identified in the company's most recent Annual Report on Form 10-K
and in other documents filed by IntegraMed with the U.S. Securities and
Exchange Commission. All information in this press release is as of June
11, 2012 and IntegraMed undertakes no duty to update this information.
Additional Information About the Proposed Acquisition and Where to
In connection with the proposed acquisition of the Company by affiliates
formed by Sagard Capital Partners, L.P., the Company plans to file with
the Securities and Exchange Commission (the “SEC”) and mail to its
stockholders a Proxy Statement and other relevant material. The Proxy
Statement will contain important information about the Company, the
acquirer, the proposed acquisition and related matters. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT
IS AVAILABLE AND THE OTHER RELEVANT MATERIALS FILED BY THE COMPANY WITH
THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. Investors and security holders will be able to obtain
free copies of the Proxy Statement and other relevant materials filed
with the SEC by the Company through the website maintained by the SEC at www.sec.gov
or by contacting the Company’s Investor Relations firm Catalyst Global
LLC at 212-924-9800 or firstname.lastname@example.org.
In addition, investors and security holders will be able to obtain free
copies of the documents filed with the SEC on the Company’s website at www.integramed.com.
The Company and its directors, executive officers and other members of
its management may be deemed to be soliciting proxies from the Company’s
stockholders in favor of the merger. Investors and stockholders may
obtain more detailed information regarding the direct and indirect
interests in the merger of persons who may, under the rules of the SEC,
be considered participants in the solicitation of the Company’s
stockholders in connection with the merger by reading the preliminary
and definitive proxy statements regarding the merger, which will be
filed with the SEC. Information about the Company’s directors and
executive officers may be found in the Company’s definitive proxy
statement filed with the SEC on April 25, 2012. These documents will be
available free of charge once available at the SEC’s website at www.sec.gov
or by directing a request to the Company as provided above.
Source: IntegraMed America, Inc.
David Collins & Toni Trigiani
212.924.9800 office, 917.734.0339 mobile
Steve Frankel & Nick Lamplough
Wilkinson Brimmer Katcher