Hedge fund makes unsolicited offer to buy athenahealth for $6.5B

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Cloud-based electronic health record vendor athenahealth has received an unsolicited proposal from New York hedge fund Elliott Management to buy the healthcare IT company for $160 per share in cash—or about $6.5 billion.

Share prices of athenahealth jumped on Monday on news of the unsolicited offer. The stock closed at $146.75, up $20.67.

Elliot Management already owns about 8.9 percent of athenahealth. However, the investment firm has been disappointed in the technology vendor’s financial performance and its future prospects.

On Monday, Elliott partner and senior portfolio manager Jesse Cohn sent a letter to athenahealth’s board of directors laying out the firm’s acquisition proposal and expressing its concerns about the current trajectory of the company, whose shares have dropped 6 percent over the past three months.

“Unfortunately, we are faced now with the stark reality that athenahealth as a public-company investment, despite all of its promise, has not worked for many years, is not working today and will not work in the future,” wrote Cohn. “Given athenahealth’s potential, this reality is deeply frustrating, but the fact remains that athenahealth as a public company has not made the changes necessary to enable it to grow as it should and to create the kind of value its shareholders deserve.”

Also See: Reorganization and restructuring awaits athenahealth

Elliott Management approached athenahealth in November 2017 about the possibility of a “take-private transaction involving Elliott or other interested parties,” but the company refused, according to Cohn.

“It is clear to us and becoming clear to many others that athenahealth’s potential will never be realized without the kind of operational change that the company seems unable to deliver,” added Cohn. “For many years, despite all of its advantages, athenahealth’s stock price has underperformed because the company has failed to correct a host of identifiable operational issues.”

These issues include “poor execution, significant management turnover, inefficient allocation of resources and the loss of strategic focus,” which Cohn said has resulted in “chronic” underperformance.

In response to the unsolicited offer, athenahealth said it is reviewing the unsolicited bid with Lazard, its financial advisor, and Weil, Gotshal & Manges LLP, its legal counsel.

“Consistent with its fiduciary duties and following consultation with its independent financial and legal advisors, the athenahealth Board of Directors will carefully review the proposal to determine the course of action that it believes is in the best interest of the company and athenahealth shareholders,” said the EHR vendor in a written statement.

Some analysts are positive about the proposed deal.

“In our view, Elliott’s offer presents a good path to unlock value for current shareholders, and we view the proposal favorably,” wrote Leerink analyst David Larsen in a research note.

Likewise, Cantor Fitzgerald analyst Steven Halper commented that the offer from Elliot “seems fair.”

However, Oppenheimer analyst Mohan Naidu is more upbeat about athenahealth’s current path and maintained a buy rating on the company while questioning the offer price from Elliott Management.

Management’s “recent steps are in the right direction, we believe, and will hopefully remain an opportunity for public investors to benefit from ATHN’s disruption in the HCIT market. Or the very least, the offer price needs to be substantially higher, we believe,” said Naidu.

Similarly, RBC Capital Markets analyst George Hill observed that the offer price is low and he predicted that it will be rejected by athenahealth’s board of directors.

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