A complete timeline of athenahealth's acquisition: May 2017 to today

Jessica Kim Cohen - Print  | 

On Nov. 12, private equity firm Veritas Capital and Evergreen Coast Capital, an affiliate of hedge fund Elliott Management, revealed plans to buy athenahealth. The agreement comes roughly six months after Elliott kicked off questions over whether athenahealth would remain independent or be acquired, offering the company an unsolicited takeover bid worth almost $7 billion in May.

Here's a breakdown of the events that led to athenahealth's acquisition, beginning more than one year ago when Elliott first purchased a stake in the company:

May 18, 2017: Elliott purchased a 9.2 percent stake in athenahealth, raising questions about the company's future. Elliott is an investment management firm known for "rebooting management and selling companies," CNBC reported at the time.

Aug. 1, 2017: Athenahealth's board of directors and management team unveiled plans to restructure the company's senior leadership. Under the plan, athenahealth cofounder Jonathan Bush — who had served as CEO, president and chairman of the board — would maintain his role as CEO. However, the board would establish a separate president role and recruit an independent chairman.

February 7, 2018: Jeff Immelt, former chairman and CEO of General Electric, joined athenahealth as chairman. At the time, athenahealth leadership said Mr. Immelt's appointment was part of a series of initiatives launched in 2017 to create a more "focused and efficient company, drive increased levels of profitable growth, and enhance shareholder value." The company has yet to appoint a president.

May 7, 2018: Elliott made an all-cash offer for athenahealth at $160 per share, according to a letter the hedge fund sent to athenahealth's management team. The proposed deal would be worth roughly $7 billion, including debt, according to CNBC. In the letter, Elliott wrote that "despite all of [athenahealth's] promise, [the company] has not worked for many years."

May 7, 2018: Athenahealth released a statement confirming its board of directors would "carefully review the proposal to determine the course of action that it believes is in the best interest of the company and athenahealth shareholders." The statement characterized Elliott's bid as an "unsolicited acquisition proposal."

May 14, 2018: Elliott wrote to athenahealth's board of directors revealing frustration that the company hadn't engaged in acquisition talks in the week since the firm had made its offer. The hedge fund said neither athenahealth nor the company's advisers had reached out to Elliott's leadership, despite multiple messages.

May 15, 2018: Janus Henderson Group, athenahealth's largest shareholder, told the company's board of directors that initiating a formal sale process would be in the best interest for the company's shareholders, arguing: "It is in the best interest of [athenahealth's] shareholders to engage with third parties making offers for the [company], and to open up a broader sales process."

May 24, 2018: Athenahealth released a statement confirming that its board is undertaking a "thorough and deliberate analysis of Elliott Management's proposal," adding it would "continue to take the time necessary to complete this review notwithstanding Elliott Management's attempts to publicly pressure the board and management team."

June 6, 2018: Athenahealth issued a statement that the company's board of directors had initiated a process to consider "strategic alternatives" for the company, which might include a sale or merger.

Fall 2018: Numerous companies reportedly expressed interest in acquiring athenahealth in the wake of Elliott's unsolicited bid, including Cerner and UnitedHealth Group. However, though both of these companies were reportedly two of the second-round bidders to express interest in athenahealth, they opted to pass on the opportunity, bankers told the New York Post in September.

Sept. 18, 2018: Shares of athenahealth dropped 11 percent after the New York Post reported Elliott had rescinded its original $7 million — or $160-a-share — takeover bid. In response to Elliott's move to retreat from its earlier offer, athenahealth extended the final bid deadline to Sept. 27, 10 days past its original timeline.

Sept. 27, 2018: Athenahealth reportedly received multiple offers from organizations interested in acquiring the company, including two unnamed private equity firms and one unnamed strategic buyer, sources told CNBC. Bloomberg later reported that at least five firms, including Elliott, had expressed interest in acquiring athenahealth, with interest above $135 per share and final bids due in October.

Nov. 12, 2018: Private equity firm Veritas Capital and Evergreen Coast Capital, a private equity subsidiary of Elliott, agreed to buy athenahealth for an estimated $5.7 billion in cash, or $135 per share. Veritas and Evergreen plan to combine athenahealth with Virence Health, a value-based care business Veritas acquired from GE Healthcare earlier in 2018. After the close of that transaction, the combined company will operate under the athenahealth brand and be headquartered in Watertown, Mass.

What's next? The companies expect to close the transaction in the first quarter of 2019, subject to approval from shareholders and the satisfaction of customary closing conditions and regulatory approvals.

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