UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by
the Registrant x
Filed by a
Party other than the Registrant ¨
Check the appropriate box:
¨ |
Preliminary Proxy Statement |
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¨ |
Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
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¨ |
Definitive Proxy Statement |
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x |
Definitive Additional
Materials |
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¨ |
Soliciting Material
under §240.14a-12 |
Hanger, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
¨ |
Fee paid previously with
preliminary materials. |
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¨ |
Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0
-11. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20,
2022
Hanger, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
1-10670 |
84-0904275 |
(State
or other
jurisdiction of
incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
10910 Domain Drive, Suite 300
Austin, Texas 78758
(Address of principal executive offices (zip code))
(512) 777-3800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities
Act of 1933, as amended:
Title of each
class |
Trading Symbol |
Name of each exchange on which
registered |
Common Stock, par value $0.01 per
share |
HNGR |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933, as
amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as
amended.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the
Exchange Act of 1934, as amended. ¨
Stockholder Litigation and Supplemental Proxy Statement
Disclosures
As previously disclosed, on July 21, 2022, Hanger, Inc.,
a Delaware corporation (the “Company” or “Hanger”), entered into a
definitive Agreement and Plan of Merger (the “Merger Agreement”)
with Hero Parent, Inc., a Delaware corporation (“Parent”), and
Hero Merger Sub, Inc., a Delaware corporation and a direct
wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the
Merger Agreement, and subject to the terms and conditions thereof,
Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving the Merger as a direct and wholly-owned
subsidiary of Parent.
On August 26, 2022, the Company filed a definitive proxy
statement (the “Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) for the solicitation of proxies in
connection with the special meeting of the Company’s stockholders
to be held on September 30, 2022, for purposes of voting,
among other things, on a proposal to adopt and approve the Merger
Agreement and the transactions contemplated thereby, including the
Merger.
Following the announcement of the Merger on July 21, 2022,
eight substantially similar actions have been filed by purported
Hanger stockholders against Hanger and our board of directors, and
Hanger has received several demand letters. On August 9, 2022,
a lawsuit styled Stein v. Hanger, Inc. et al., Civil Action
No. 22-cv-6775 was filed in the United States District Court
for the Southern District of New York. On August 17, 2022, a
lawsuit styled Singh v. Hanger, Inc. et al., Civil Action
No. 22-cv-07023 was filed in the United States District Court
for the Southern District of New York. On August 24, 2022, a
lawsuit styled Whitfield v. Hanger, Inc. et al., Civil Action
No. 22-cv-07235 was filed in the United States District Court
for the Southern District of New York. On August 26, 2022, a
lawsuit styled Redfield v. Hanger, Inc. et al., Civil Action
No. 22-cv-07287 was filed in the United States District Court
for the Southern District of New York. On August 31, 2022, a
lawsuit styled Cataldi v. Hanger, Inc. et al., Civil Action
No. 22-cv-07461 was filed in the United States District Court
for the Southern District of New York. On September 8, 2022, a
lawsuit styled Jenkins v. Hanger, Inc. et al., Civil Action
No. 22-cv-07644 was filed in the United States District Court
for the Southern District of New York and a lawsuit styled Johnson
v. Hanger, Inc. et al., Civil Action No. 22-cv-01183 was
filed in the United States District Court for the District of
Delaware. On September 9, 2022, a lawsuit styled Morgan v.
Hanger, Inc. et al., Civil Action No. 22-cv-07733 was
filed in the United States District Court for the Southern District
of New York. The complaints and demand letters assert similar
claims against Hanger and our board of directors under Sections
14(a) and 20(a) of the Exchange Act and Rule 14a-9
promulgated under the Exchange Act and one of the demand letters
also includes a request for corporate books and records. The
complaints and demand letters allege, among other things, that the
proxy statement filed with the SEC omitted material information
regarding the financial projections, the financial analyses
performed by Hanger’s financial advisor, potential conflicts of
interest of our board of directors and management and the sales
process leading up to the Merger. The complaints seek to enjoin the
Merger unless and until the alleged omitted material information is
disclosed, rescission of the Merger Agreement and/or rescissory
damages, compensatory damages, attorneys’ fees and other litigation
costs.
The Company and the other defendants believe that the allegations
in the complaints and the demand letters are without merit, that
the Proxy Statement fully complies with the Exchange Act and all
other applicable law, and that no further disclosure is required.
However, solely to avoid the risk of delaying or otherwise
adversely affecting the consummation of the Merger and to minimize
the expense and distraction of defending such actions, Hanger
hereby voluntarily amends and supplements the Proxy Statement as
set forth in this Current Report on Form 8-K. Nothing in the
supplemental disclosures set forth below should be deemed an
admission of the legal necessity or materiality under applicable
laws of any of the disclosures set forth herein.
The Hanger board of directors unanimously recommends that you
vote: (i) “FOR” the proposal to adopt and approve the Merger
Agreement and the transactions contemplated thereby, including the
Merger; (ii) “FOR” the proposal to adjourn the special meeting
to a later date or dates if necessary; and (iii) “FOR” the
non-binding, advisory proposal to approve certain compensation that
will or may become payable to our named executive officers in
connection with the Merger, each as described in the Proxy
Statement.
The information contained in this Current Report on Form 8-K
is incorporated by reference into the Proxy Statement. All
page references in this Current Report on Form 8-K are to
pages of the Proxy Statement, and all terms used in this
Current Report on Form 8-K, but not otherwise defined, shall
have the meanings ascribed to such terms in the Proxy Statement.
The following information should be read in conjunction with the
Proxy Statement, which should be read in its entirety. To the
extent that information in this Current Report on Form 8-K
differs from or updates information contained in the Proxy
Statement, the information in this Current Report on Form 8-K
shall supersede or supplement such information in the Proxy
Statement.
Supplemental Disclosures to the Proxy Statement
The disclosure on pages 32 – 40 of the Proxy Statement
under the heading “The Merger - Background of the Merger” is hereby
supplemented by adding the underlined disclosure to the second full
paragraph on page 33 of the Proxy Statement:
Beginning on March 31, 2022, BofA Securities initiated
discussions with 14 potentially interested parties, all of which
were financial sponsors, regarding whether such parties would have
an interest in exploring a transaction with Hanger. Patient Square
and Bidders A through I (as defined below) were included in such
outreach. These discussions were conducted only based upon publicly
available information given the parties had not yet entered into
confidentiality agreements. Following this initial outreach, Hanger
entered into confidentiality agreements with 12 potentially
interested parties. Patient Square entered into a confidentiality
agreement with Hanger on April 11, 2022. All of the confidentiality agreements,
including the confidentiality agreement with Patient Square,
included substantially similar “standstill” provisions with
“don’t-ask-don’t-waive” language intended to cause interested
parties to submit their highest and best proposals in a competitive
auction environment pursuant to the Sale Transaction
Process. Each party that entered into a confidentiality
agreement received certain process materials from BofA Securities,
including the Hanger presentation. The remaining two parties that
did not enter into confidentiality agreements indicated they were
not interested in pursuing a transaction with Hanger for a variety
of reasons.
The disclosure on pages 41 – 45 of the Proxy Statement
under the heading “The Merger - Recommendation of Our Board of
Directors and Reasons for the Merger - Reasons for the Merger” is
hereby supplemented by adding the underlined disclosure to the
fifth full bullet paragraph on page 42 of the Proxy
Statement:
|
· |
the fact that the Merger Agreement was the product of arm’s
length negotiations overseen by the Board, with all but
one of its members being independent, as well as the belief
of the Board, based on these negotiations, that these were the most
favorable terms to Hanger and its stockholders on which Parent was
willing to agree under the then-current facts and
circumstances; |
The disclosure on pages 47 – 48 of the Proxy Statement
under the heading “The Merger - Fairness Opinion of BofA
Securities, Inc. - Hanger Financial Analyses - Selected
Publicly Traded Companies Analysis” is hereby supplemented by
adding the underlined disclosure to the third full paragraph on
page 47 of the Proxy Statement:
BofA Securities reviewed publicly available financial and stock
market information for Hanger and the following 10 publicly traded
companies in the outsourced physician services and post-acute care
and rehabilitation businesses, which companies were selected based
upon BofA Securities’ professional judgment and
experience:
The disclosure on pages 48 – 50 of the Proxy Statement
under the heading “The Merger - Fairness Opinion of BofA
Securities, Inc. - Hanger Financial Analyses - Selected
Precedent Transactions Analysis” is hereby supplemented by adding
the underlined disclosure to the last paragraph on page 48 of
the Proxy Statement:
BofA Securities reviewed, to the extent publicly available,
financial information relating to the following 15 selected
transactions involving companies in the rehabilitation, outsourced
physician services, post-acute care and specialty patient care
businesses, which
transactions were selected based upon BofA Securities’ professional
judgment and experience:
The disclosure on pages 48 – 50 of the Proxy Statement
under the heading “The Merger - Fairness Opinion of BofA
Securities, Inc. - Hanger Financial Analyses - Selected
Precedent Transactions Analysis” is hereby supplemented by adding
the column “Closing Date” and the related underlined disclosure to
the table on page 49 of the Proxy Statement:
|
Date
Announced |
|
Closing Date |
|
Acquiror |
|
Target |
|
Transaction
Value / LTM
Adjusted
EBITDA |
Rehabilitation
Companies |
June 21,
2021 |
|
December 23, 2021 |
|
LifePoint
Health, Inc. |
|
Kindred
Healthcare, Inc. |
|
N/A |
February 22,
2021 |
|
June 16, 2021 |
|
Fortress
Value Acquisition Corp. II |
|
ATI
Physical Therapy, Inc. |
|
18.2x |
October 23,
2017 |
|
February 1, 2018 |
|
Select
Medical Holdings Corporation |
|
U.S.
HealthWorks, Inc. |
|
12.0x |
January 25,
2016 |
|
March 4, 2016 |
|
Select
Medical Holdings Corporation |
|
Physiotherapy
Associates Holdings, Inc. |
|
12.5x |
June 11,
2015 |
|
October 1, 2015 |
|
Encompass Health Corp. |
|
Reliant
Hospital Partners, LLC |
|
8.9x |
Outsourced
Physician Services Companies |
June 11,
2018 |
|
October 11, 2018 |
|
KKR &
Co. L.P. |
|
Envision
Healthcare Corporation |
|
10.9x |
October 31,
2016 |
|
February 6, 2017 |
|
Blackstone
Inc. |
|
Team
Health Holdings, Inc. |
|
12.8x |
June 16,
2014 |
|
November 3, 2014 |
|
Surgery
Partners, Inc. |
|
Symbion
Inc. |
|
10.3x |
October 18,
2010 |
|
December 1, 2010 |
|
Hanger, Inc. |
|
Accelerated
Care Plus Corporation |
|
9.1x |
|
|
|
|
|
|
|
|
|
|
Post-Acute
Care Companies |
April 25,
2018 |
|
July 26, 2018 |
|
ProMedica
Health System, Inc. |
|
HCR
ManorCare Inc. |
|
N/A |
December 19,
2017 |
|
July 2, 2018 |
|
Humana
Inc., TPG Inc. and Welsh, Carson, Anderson &
Stowe |
|
Kindred
Healthcare, Inc. |
|
9.5x |
October 9,
2014 |
|
February 2, 2015 |
|
Kindred
Healthcare, Inc. |
|
Gentiva
Health Services, Inc. |
|
11.1x |
August 18,
2014 |
|
February 2, 2015 |
|
Genesis Healthcare, Inc. |
|
Skilled
Healthcare Group, Inc. |
|
11.3x |
Special
Patient Care Companies |
August 30,
2016 |
|
January 4, 2017 |
|
Clayton,
Dubilier & Rice LLP |
|
Drive
DeVilbiss Healthcare, Inc. |
|
N/A |
July 1,
2015 |
|
August 28, 2015 |
|
Madison
Dearborn Partners |
|
Patterson
Companies, Inc. |
|
10.6x |
The disclosure on pages 48 – 50 of the Proxy Statement under
the heading “The Merger - Fairness Opinion of BofA
Securities, Inc. - Hanger Financial Analyses - Selected
Precedent Transactions Analysis” is hereby supplemented by adding
the underlined disclosureand deleting the text
that is struck through in the last paragraph on page 49 of the
Proxy Statement:
BofA Securities reviewed transaction values, calculated as the
enterprise value implied for the target company based on the
consideration payable in the selected transaction, as a multiple of
the target company’s latest 12 months (“LTM”) Adjusted
EBITDA. The overall low to high transaction value / LTM Adjusted
EBITDA multiples observed for the selected transactions were 8.9x
to 18.2x (with a mean of 11.4x and a median of 11.0x). Based on its
professional judgment and experience and after taking into
consideration, among other things, the observed data for the
selected precedent transactions, BofA Securities then applied a
selected range of transaction value / LTM Adjusted EBITDA multiples
of 9.5x to 11.5x to
Hanger’s LTM EBITDA as of the end of the first quarter of
2022. Estimated financial data of the selected transactions
were based on publicly available information at the time of
announcement of the relevant transaction, and estimated financial data of
Hanger were based on the Management Forecasts. This analysis
indicated the following approximate implied per share value
reference ranges for Hanger, rounded to the nearest $0.25, as
compared to the Merger Consideration:
The disclosure on page 50 of the Proxy Statement under
the heading “The Merger - Fairness Opinion of BofA
Securities, Inc. - Hanger Financial Analyses – Discounted Cash
Flow Analysis” is hereby supplemented by adding the underlined
disclosure to the second paragraph on page 50 of the Proxy
Statement:
BofA Securities performed a discounted cash flow analysis of Hanger
to calculate the estimated present value of the standalone
unlevered, after-tax free cash flows that Hanger was forecasted to
generate during Hanger’s fiscal year 2022 (second through fourth
quarters) through fiscal year 2026 based on the Management
Forecasts. BofA Securities calculated terminal values for Hanger by
applying terminal forward multiples of 8.5x to 10.5x, based on the
historical trading range for the Hanger stock as a multiple of
Adjusted EBITDA burdened
by stock based compensation (fiscal year 2026), as set forth in
“— Certain Financial Projections”, to the terminal
year Adjusted EBITDA. BofA
Securities subtracted from the range of terminal enterprise values
it derived for Hanger, net debt of $482 million (“net debt”)
as of March 31, 2022, which amount includes $520 million of
debt and $37 million of cash as of March 31, 2022, per the
latest available public filings. The cash flows and terminal
values were then discounted to present value as of March 31,
2022 using discount rates ranging from 7.75% to 9.25%, which were
based on an estimate of Hanger’s weighted average cost of capital.
This analysis indicated the following approximate implied per share
value reference ranges for Hanger, rounded to the nearest $0.25, as
compared to the Merger Consideration:
The disclosure on pages 52 – 54 of the Proxy Statement
under the heading “The Merger - Certain Financial Projections” is
hereby supplemented by adding the row “Adjusted EBITDA burdened by
stock based compensation” and the related underlined disclosure and
deleting the text that is struck through in the table and related
footnotes on page 52 of the Proxy Statement:
|
|
|
Year
ended December 31, |
|
($
in millions) |
|
|
2022E(3)(4) |
|
|
2023E |
|
|
2024E |
|
|
2025E |
|
|
2026E |
|
Net
Revenue |
|
|
$ |
981 |
|
|
$ |
1,315 |
|
|
$ |
1,389 |
|
|
$ |
1,465 |
|
|
$ |
1,543 |
|
Adjusted
EBITDA(1) |
|
|
$ |
129 |
|
|
$ |
149 |
|
|
$ |
165 |
|
|
$ |
180 |
|
|
$ |
195 |
|
Adjusted EBITDA burdened by stock based
compensation(2) |
|
|
$ |
118 |
|
|
$ |
135 |
|
|
$ |
151 |
|
|
$ |
166 |
|
|
$ |
181 |
|
Unlevered
Free Cash Flow(2)(3) |
|
|
$ |
37 |
|
|
$ |
27 |
|
|
$ |
34 |
|
|
$ |
47 |
|
|
$ |
59 |
|
|
(1) |
Adjusted EBITDA is a non-GAAP
financial measure, which is defined as operating income before
depreciation and amortization, and adjusted to exclude expenses
associated with stock based compensation, severance expenses,
certain expenses incurred in connection with acquisitions
(including the Merger and the Merger Agreement) and certain other
charges. |
|
(2) |
Adjusted EBITDA
burdened by stock based compensation, as derived from the
Management Forecasts, means Adjusted EBITDA less stock based
compensation. |
|
(2)(3) |
Unlevered Free Cash Flow, as derived
from the Management Forecast, means (a) Adjusted EBITDA less
stock based compensation, depreciation and amortization, all tax
effected, plus (b) depreciation and amortization, less
(c) changes in net working capital, acquisition expenditures
and capital expenditures. |
|
(3)(4) |
The amounts presented for 2022 reflect
the nine-month period ending December 31, 2022. All other
years presented reflect full twelve-month periods. |
The disclosure on pages 52 – 54 of the Proxy Statement
under the heading “The Merger - Certain Financial Projections –
Important Information Regarding the Management Forecasts” is hereby
supplemented by adding the underlined disclosure and deleting the
text that is struck through in the second full paragraph on
page 53 of the Proxy Statement:
Adjusted EBITDA contained in the Management Forecasts and
Adjusted EBITDA burdened
by stock based compensation and Unlevered Free Cash Flow
derived from the Management Forecasts, both each as summarized above, are
each a “non-GAAP financial measure,” which is a financial
performance measure that is not calculated in accordance with GAAP.
The non-GAAP financial measures used in the Management Forecasts
were relied upon by BofA Securities for purposes of its opinion and
by the Board in connection with its evaluation of the Merger. The
SEC rules which would otherwise require a reconciliation of a
non-GAAP financial measure to a GAAP financial measure do not apply
to non-GAAP financial measures included in disclosures relating to
a proposed business combination such as the Merger if the
disclosure is included in a document such as this proxy statement.
In addition, reconciliations of non-GAAP financial measures were
not relied upon by BofA Securities for purposes of its opinion or
by the Board in connection with its evaluation of the Merger.
Accordingly, Hanger has not provided a reconciliation of the
financial measures included in the Management Forecasts to the
relevant GAAP financial measures. Non-GAAP financial measures
should not be considered in isolation from, or as a substitute for,
financial information presented in compliance with GAAP, and
non-GAAP financial measures as used by Hanger may not be comparable
to similarly titled amounts used by other companies. Furthermore,
there are limitations inherent in non-GAAP financial measures
because they exclude charges and credits that are required to be
included in a GAAP presentation. Accordingly, this non-GAAP
financial measure should be considered together with, and not as an
alternative to, financial measures prepared in accordance with
GAAP.
The disclosure on page 54 of the Proxy Statement under
the heading “The Merger - Interests of Directors and Executive
Officers of Hanger in the Merger” is hereby supplemented by adding
the underlined disclosure in a new paragraph which follows the
second full paragraph on page 54 of the Proxy
Statement:
In addition to interests
in the Merger that may be different from, or in addition to, your
interests as a stockholder generally, our directors and executive
officers also own shares of Hanger common stock for which they are
entitled to receive the Merger Consideration of $18.75 per share,
like all our stockholders. See “Security Ownership of Certain
Beneficial Owners and Management” for more information about
the Hanger common stock they own.
Antitrust Update
Effective as of 11:59 p.m. Eastern Time on September 1,
2022, the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, expired with respect to the Merger.
That same day, the period during which the Washington Attorney
General may have requested more information about the Merger
pursuant to the requirements of Washington Revised Code
19.390.010, et. seq., a statute pertaining to certain health care
transactions in the State of Washington, also expired. Under the Washington
Revised Code, the waiting period for completion of the Merger will
expire on October 1, 2022.
Forward-Looking Statements
This report contains statements that are forward-looking statements
within the meaning of the federal securities laws. Forward-looking
statements include information concerning the proposed Merger 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 report. 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 June 30, 2022, each as filed with the
SEC. The information contained in this report 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 Merger of Hanger and Merger Sub,
a subsidiary of Parent, pursuant to the terms of the Merger
Agreement. Parent and Merger Sub are indirect subsidiaries of funds
managed and advised by Patient Square Capital. On August 26,
2022, Hanger filed with the SEC and commenced mailing to
stockholders the Proxy Statement and a proxy card with respect to a
special meeting of stockholders to be held on September 30,
2022 to approve the Merger. Stockholders of Hanger are urged to
read the Proxy Statement and other relevant materials because they
will contain important information about Hanger, Parent, Merger Sub
and the Merger. Stockholders may obtain a free copy of these
materials and other documents filed by Hanger with the SEC at the
SEC’s website at www.sec.gov, at Hanger’s website at
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 are set forth in the
Proxy Statement. 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 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 Proxy
Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the
SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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HANGER, INC. |
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By: |
/s/ Thomas E. Hartman |
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Thomas E.
Hartman |
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Senior Vice
President, Secretary and General Counsel |
Dated: September 20, 2022
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