Total Enterprise Value of Approximately $1.25
Billion
Hanger, Inc. (NYSE: HNGR), a leading provider of orthotic and
prosthetic (O&P) patient care services and solutions, announced
today that it has entered into a definitive agreement to be
acquired by Patient Square Capital, a dedicated health care
investment firm. Under the terms of the agreement, which has been
unanimously approved by Hanger’s Board of Directors, Hanger
stockholders will receive $18.75 in cash per share, representing an
approximately 29% premium to the 30 calendar day volume-weighted
average price (VWAP) ending July 20, 2022, and a total enterprise
value of approximately $1.25 billion. Upon completion of the
transaction, Hanger will become a privately held company, and its
common stock will no longer be traded on the New York Stock
Exchange (NYSE).
Vinit Asar, Hanger’s President and Chief Executive Officer (CEO)
said, “I’m very pleased to be announcing this agreement today as
the transaction will result in immediate and substantial value
creation for our stockholders. This transaction represents a
culmination of an extensive review by our Board of Directors of
strategic alternatives to provide value to our stockholders and to
offer financial flexibility for our company to pursue future growth
initiatives. Patient Square Capital recognizes the value of our
brand and the quality of our world-class team, and is grounded in
similar values that guide our actions. They share the same
long-term vision for our company, which makes them an excellent
partner for the next phase of our journey.”
Patient Square Capital is a patient-centered investment firm
with a team of seasoned executives that uses deep health care
expertise, a broad network of relationships, and a true partnership
approach to make investments in companies to grow and thrive,
partnering with organizations who they believe have the ability to
improve patient lives, strengthen communities, and create a
healthier world.
Patient Square Capital Managing Partner Jim Momtazee said, “I
have closely followed Hanger’s impactful work for most of my career
and genuinely respect the positive impact they have on their
patients and customers. Patient Square values the steps taken by
the leadership team to strengthen the company’s position and is
thrilled to partner with the Hanger management team to support the
next phase of their growth.”
Transaction Details
The transaction will be financed through a combination of
committed equity financing provided by Patient Square Equity
Partners, LP, as well as committed debt financing to be led by
funds managed by Ares Capital Management LLC.
The transaction is expected to close in the fourth quarter of
2022, subject to the receipt of stockholder approval, regulatory
approvals, and the satisfaction of other customary closing
conditions. Following the close of the transaction, Hanger will
continue to be led by Asar, who has been its President and CEO for
more than a decade, and will maintain its headquarters in Austin,
Texas.
Advisors
BofA Securities, Inc. is acting as the exclusive financial
advisor to Hanger, and Foley & Lardner LLP is serving as legal
counsel. Greenberg Traurig, LLP is acting as M&A legal counsel,
Kirkland & Ellis LLP is acting as financing legal counsel, and
Latham & Watkins LLP is acting as health care legal counsel to
Patient Square Capital. Proskauer Rose LLP is acting as financing
legal counsel to Ares Capital Management LLC.
Quarterly Results Announcement In light of the proposed
transaction, Hanger will no longer host a conference call to
discuss financial results for the second quarter of 2022. The
Company expects to issue its earnings release and file its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022
on or about August 8, 2022.
About Hanger, Inc.
Headquartered in Austin, Texas, Hanger, Inc. (NYSE: HNGR)
provides comprehensive, outcomes-based orthotic and prosthetic
(O&P) services through its Patient Care segment, with
approximately 875 Hanger Clinic locations nationwide. Through its
Products & Services segment, Hanger distributes branded and
private label O&P devices, products and components, and
provides rehabilitative solutions. Recognized by Forbes as one of
America’s Best Employers for 2022, and rooted in 160 years of
clinical excellence and innovation, Hanger is a purpose-driven
company with a vision to lead the O&P markets by providing
superior patient care, outcomes, services and value, aimed at
empowering human potential.
About Patient Square Capital
Patient Square Capital (www.patientsquarecapital.com) is a
dedicated health care investment firm that partners with
best-in-class management teams whose products, services and
technologies improve health. Patient Square utilizes deep industry
expertise, a broad network of relationships and a true partnership
approach to make investments in companies grow and thrive. Patient
Square invests in businesses that strive to improve patient lives,
strengthen communities, and create a healthier world. Patient
Square’s team of industry-leading executives is differentiated by
the depth of focus in health care, the breadth of health care
investing experience, and the network it can activate to drive
differentiated outcomes.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains statements that are forward-looking
statements within the meaning of the federal securities laws.
Forward-looking statements include information concerning the
proposed merger of Hanger, Inc. (“Hanger”) and Hero Merger Sub,
Inc. (“Merger Sub”), a subsidiary of Hero Parent, Inc. (“Parent”),
pursuant to the terms of the Agreement and Plan of Merger, dated as
of July 21, 2022, by and among Parent, Merger Sub and Hanger and
the ability to consummate the proposed Merger, our liquidity and
our possible or assumed future results of operations, including
descriptions of our business strategies. These statements often
include words such as “believe,” “expect,” “project,” “potential,”
“anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,”
“would,” “should,” “could,” “forecasts” or similar words. These
statements are based on certain assumptions that we have made in
light of our experience in the industry as well as our perceptions
of historical trends, current conditions, expected future
developments and other factors we believe are appropriate in these
circumstances. We believe these assumptions are reasonable, but you
should understand that these statements are not guarantees of
performance or results, and our actual results could differ
materially from those expressed in the forward-looking statements
due to a variety of important factors, both positive and negative,
that may be revised or supplemented in subsequent releases or
reports. These statements involve risks, estimates, assumptions,
and uncertainties that could cause actual results to differ
materially from those expressed in these statements and elsewhere
in this press release. These uncertainties include, but are not
limited to, the inability to consummate the Merger within the
anticipated time period, or at all, due to any reason, including
the failure to obtain required regulatory approvals, satisfy the
other conditions to the consummation of the Merger or complete
necessary financing arrangements; the risk that the Merger disrupts
our current plans and operations or diverts management’s attention
from its ongoing business; the effects of the Merger on our
business, operating results, and ability to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom we do business; the risk that our stock price may
decline significantly if the Merger is not consummated; the nature,
cost and outcome of any legal proceedings related to the Merger;
the financial and business impacts of COVID-19 on our operations
and the operations of our customers, suppliers, governmental and
private payers and others in the healthcare industry and beyond;
labor shortages and increased turnover in our employee base;
contractual, inflationary and other general cost increases,
including with regard to costs of labor, raw materials and freight;
federal laws governing the health care industry; governmental
policies affecting O&P operations, including with respect to
reimbursement; failure to successfully implement a new enterprise
resource planning system or other disruptions to information
technology systems; the inability to successfully execute our
acquisition strategy, including integration of recently acquired
O&P clinics into our existing business; changes in the demand
for our O&P products and services, including additional
competition in the O&P services market; disruptions to our
supply chain; our ability to enter into and derive benefits from
managed-care contracts; our ability to successfully attract and
retain qualified O&P clinicians; and other risks and
uncertainties generally affecting the health care industry. For
additional information and risk factors that could affect the
Company, see its Form 10-K for the year ended December 31, 2021 and
Quarterly Report on Form 10-Q for the three months ended March 31,
2022, each as filed with the Securities and Exchange Commission.
The information contained in this press release is made only as of
the date hereof, even if subsequently made available by the Company
on its website or otherwise.
Additional Information and Where to Find It
This communication relates to the proposed merger (the “Merger”)
of Hanger and Merger Sub pursuant to the terms of the Agreement and
Plan of Merger, dated as of July 21, 2022, by and among Parent,
Merger Sub and Hanger (the “Merger Agreement”). Parent and Merger
Sub are indirect subsidiaries of funds managed and advised by
Patient Square Capital. A special meeting of the stockholders of
Hanger will be announced as promptly as practicable to seek
stockholder approval in connection with the proposed Merger. Hanger
expects to file with the Securities and Exchange Commission (“SEC”)
a proxy statement and other relevant documents in connection with
the proposed Merger. Stockholders of Hanger are urged to read the
definitive proxy statement and other relevant materials filed with
the SEC when they become available because they will contain
important information about Hanger, Parent, Merger Sub and the
Merger. Stockholders may obtain a free copy of these materials
(when they are available) and other documents filed by Hanger with
the SEC at the SEC’s website at www.sec.gov, at Hanger’s website at
http://corporate.hanger.com or by sending a written request to our
Corporate Secretary at our principal executive offices at 10910
Domain Drive, Suite 300, Austin, Texas 78758.
Participants in the Solicitation
Hanger, its directors and certain of its executive officers and
employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information
regarding the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of Hanger’s
stockholders in connection with the Merger and any direct or
indirect interests they have in the Merger will be set forth in
Hanger’s definitive proxy statement for its special stockholder
meeting when it is filed with the SEC. Information relating to the
foregoing can also be found in Hanger’s Annual Report on Form 10-K
for the year ended December 31, 2021 filed with the SEC on February
28, 2022 and Hanger’s definitive proxy statement for its 2022
Annual Meeting of Stockholders (the “Annual Meeting Proxy
Statement”) filed with the SEC on April 7, 2022. To the extent that
holdings of Hanger’s securities have changed since the amounts set
forth in the Annual Meeting Proxy Statement, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220721005922/en/
Investor Relations: Asher Dewhurst (443) 213-0503
HangerIR@westwicke.com Media: Krisita Burket (904) 239-4627
kburket@hanger.com Patient Square Capital: Shree Dhond/Doug
Allen Dukas Linden Public Relations 646-808-3600
PatientSquare@DLPR.com
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