BOSTON, July 6, 2018 - Orion Health Group Limited (NZX:OHE/ASX:OHE) announced that it has reached an agreement in relation to Orion Health's Rhapsody and Population Health businesses with Hg, a specialist technology investor committed to helping build global businesses with funds of c.GBP10 billion under management.
The agreement is for entities managed by Hg to acquire majority ownership of Orion Health's Rhapsody business and to invest in Orion Health's Population Health business.
Healthcare technology is a core investment area for Hg, having recently completed a number of transactions across the sector. This investment will be made from Hg's Mercury 2 Fund.
Orion Health built the first Rhapsody integration engine in the late-1990s quickly becoming one of the most recognized interoperability platforms for healthcare organizations today. The combination of Rhapsody's global team and Hg's resources will extend Rhapsody as a leader in the interoperability platform space, building on both Rhapsody's world-class technology and highly rated customer service.
Philippe Houssiau, an experienced global technology executive, will step in to lead the Rhapsody business. Philippe has broad experience in leading healthcare businesses, consulting and start-ups, and is formerly CEO of Agfa Healthcare, CEO of Alliance Medical and a Senior Partner with PwC.
"This investment provides Orion Health with a tremendous opportunity to deliver on our vision for customers, our people and for the healthcare sector," said Ian McCrae, Founder and CEO, Orion Health. "The Board and I believe that Hg is the right partner to accelerate the expansion of Rhapsody and support our vision for our Population Health business."
"Hg has been researching the theme of interoperability and population health management in healthcare IT over many years," said David Issott, Partner, Hg. "We believe this is a key global growth theme backed by substantial market funding and resources. Rhapsody provides fantastic products and services for this market and we look forward to partnering with the team at Rhapsody to maximize its potential across the globe. We are also excited to work with Ian and the team to realize the full potential of the Population Health business."
"Rhapsody is a high-quality business with strong underlying fundamentals and a solid pipeline of new business," said Philippe Houssiau, CEO Rhapsody. "We believe that the current healthcare market dynamic, with increasing requirement for 'data liquidity', presents Rhapsody with a real opportunity for further growth and a solid base for sustained performance. With a focused leadership team and the investment provided by Hg, Rhapsody will be able to leverage its core markets whilst expanding into selected and emerging segments."
Full details of the transaction can be found in a Market Release on the investor page of Orion Health's website here. Summary:
Hg will acquire Rhapsody for NZ$205 million funded by debt and equity arranged by Hg. Orion Health will then utilize circa NZ$28 million of the transaction proceeds to acquire an ongoing 24.9% shareholding in the Rhapsody business.
Hg will also acquire a 24.9% stake in Population Health by investing circa NZ$20 million in that business. Orion Health will invest around NZ$12 million of the Rhapsody transaction proceeds in Population Health based on an agreed enterprise value of NZ$50 million (on a cash free and debt free basis) together with NZ$30 million of net cash to fund ongoing operations.
Orion Health will continue to own 100% of its Hospitals business.
Following completion of the transaction, Orion Health will undertake a share buyback offer at an estimated price range of NZ$1.24-NZ$1.29 per share, with the final offer price dependent on Orion Health's available cash immediately following completion taking into account transaction costs and working capital adjustments in relation to the Rhapsody transaction. Shareholders will have the option to accept the share buyback offer in respect of all or a specified proportion of their Orion Health shares.
The bottom of the estimated buy back price range represents a premium of 46% to the closing price per Orion Health share of NZ$0.85 on July 2, 2018 and 55% to the volume weighted average trading price over the 20 trading days prior to July 3, 2018.
The injection of capital will provide investment for Orion Health to build leading global technology for the healthcare sector.
"As the healthcare sector evolves, so too has Orion Health. We believe the biggest advances in healthcare technology will come from a range of capabilities including advanced analytics and better data flow to address critical issues within the sector. In the face of growing and aging populations and the rise of chronic diseases, health systems the world over are under enormous strain. Our Population Health and Hospitals solutions are focused on helping healthcare organizations turn data into insights and clinical action and allow them to use this knowledge to optimize budgets and provide targeted patient care.
"This injection of capital will advance Orion Health's businesses to reach their full potential over time. For our Population Health business, it will help strengthen our position as a market leader, and for our Hospitals business, it will further support its growth," said McCrae.
The transaction is subject to a number of conditions, including regulatory approval of the transaction and the share buyback offer by Orion Health's shareholders. A notice of meeting describing the transaction and the share buyback offer will be circulated to shareholders. The independent directors have also commissioned an independent report from KordaMentha.
"This transaction is an important stepping stone in Orion Health's efforts to build a solid and competitive business and provides our shareholders with choice in relation to their investment," said Andrew Ferrier, Chairman of the Board, Orion Health. "We believe that providing shareholders both the option to cash-out at a substantial premium to the current trading price and the opportunity to elect to maintain an ongoing investment in Orion Health, including its 24.9% stake in Rhapsody and 75.1% stake in Population Health, is in the best interests of shareholders. This transaction has strong support from Orion Health's Board and major shareholders."
Hg is a sector expert investor, committed to helping build ambitious businesses across the technology, services and industrial technology space, primarily in Europe. Deeply resourced sector teams focus on specific sub-sectors and investment themes to identify companies occupying an established position within a niche, and which have the potential to grow faster than their market, create employment and become the leader in their industry. Hg's dedicated operations innovation team provides practical support to management teams to help them realise their growth ambitions. Based in London and Munich, Hg has funds under management of c. GBP10 billion serving some of the world's leading institutional and private investors. For further details, please see www.hgcapital.com.
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