Amn Healthcare Services Inc · NYSE:AMN
Amn Healthcare Services — Merger or Acquisition (November 2010)
24 slides from Amn Healthcare Services's merger presentation, Nov 18, 2010
Slide 1: Schedule 14A
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 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Conf
Slide 2: Attached is additional information which may be provided to stockholders
Attached is additional information which may be provided to stockholders.
Slide 3: The Medfinders Acquisition
The Medfinders Acquisition An important component to AMN’s Healthcare’s Long Term Strategy November 18, 2010
Slide 4: Forward Looking Statements
Forward Looking Statements This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The company based these forward-looking statements on its current expect
Slide 5: Key Investor Highlights
Key Investor Highlights Nation’s largest provider of comprehensive healthcare staffing & clinical workforce management solutions: «Physician, nurse and allied staffing, physician retained search, managed services, recruitment process outsourcing, and home healthcare services *A founding company in t
Slide 6: Strategic & Diversified Service Offerings
Strategic & Diversified Service Offerings TRANSACTIONAL STRATEGIC Flexible Direct Hire Outsourced Strategic Patient Care Placement Placement Management Partnerships & Services Services Services Services Alliances •Physician, •Permanent •Managed •RPO Custom •Home Nurse, Allied & Search Services Servi
Slide 7: Nurse and Allied Staffing
Nurse and Allied Staffing • Leading provider of local daily staffing, short and long-term travel healthcare staffing • All nursing specialties • Rehab therapists • Radiology technologists • Lab technicians • Pharmacists & techs • Consistently ranked higher by clients for providing highest quality cl
Slide 8: Locum Tenens Staffing
Locum Tenens Staffing • The leading nationwide provider of temporary physician staffing • Physician & mid-level specialties: • Family Practice & Internal Medicine • Emergency Room • Surgery • Anesthesiology • Radiology & Oncology • Behavioral Health • Dentistry • Client reputation for large recruitm
Slide 9: Physician Search Services
Physician Search Services • Nation’s leader in physician search services • Represents over 3,000 permanent physician search assignments each year. • Covers all specialties and geographies • 20+ years experience and heritage. Recognized as a national thought leader & market intelligence resource for
Slide 10: The Leader in MSP and RPO Solutions
The Leader in MSP and RPO Solutions • The leader in Managed Services Programs and Recruitment Process Outsourcing to healthcare organizations • Exclusively contracted to provide supplemental clinical labor and manage a network of subcontractor partners to achieve clients’ target fill rates • Provide
Slide 11: Provider of Home Healthcare Services
Provider of Home Healthcare Services • Provides a wide variety of home healthcare services to individuals • Serving approximately 7,000 home care clients a year • Growth opportunity: expansion of Medicare and Private Pay business 2009 Revenue: $65 million • Diversification of payor mix minimizes exp
Slide 12: Competitor Landscape
Competitor Landscape Largest U.S. Healthcare Staffing Companies Based on 2009 Estimated Revenues, In $ Millions $1,063 Medfinders (Pro forma) $303 $578 $529 $341 $340 $308 $279 $213 $205 CHG Medical Staffing Jackson AMN Healthcare Country Cross Healthcare Network Healthcare Maxim Healthcare On Assig
Slide 13: A More Diversified Revenue Mix
A More Diversified Revenue Mix Pre 9/1/10 Revenue Mix New Revenue Mix Locum Tenens Staffing Physician Permanent Placement Nurse & Allied Healthcare Staffing Home Healthcare Local Staffing VMS/MSP 11
Slide 14: Key Strategic Benefits of Acquisition
Key Strategic Benefits of Acquisition Short Term Benefits: • AMN becomes leading provider of Managed Services programs • EBITDA synergies of $2 million* from improving direct fill rates at existing Managed Services clients • EBITDA synergies of $8 million* from consolidation opportunities across bac
Slide 15: Managed Services Revenue Opportunities
Managed Services Revenue Opportunities Managed Service Provider (MSP) Contracts Gross Billings & Direct Fill Opportunity $84 million Opportunity to be direct filled post-acquisition Would have been subcontracted $15 between AMN & Medfinders pre- million acquisition $45 $110 million $54 million milli
Slide 16: Acquisition Integration Timeline
Acquisition Integration Timeline Q3 10 Q4 10 Q1 11 Q2 11 Q3 11 Q4 11 Travel Nurse Integration $8 million annualized Allied EBITDA Integration synergies by Q4 11 Back Office Integration $2 million Managed Services annualized Direct Fill EBITDA Opportunity synergies by Q4 11 Completed In progress 14 S
Slide 17: Evolution of Medfinders Acquisition
Evolution of Medfinders Acquisition 15
Slide 18: Background of Transaction
Background of Transaction Strong Corporate Governance/Analysis of Transaction • Five month intensive negotiation process with active Board participation • Chairman involved in all key negotiation discussions with AMN management and Medfinders principals • Weekly (often daily) discussions with CEO, C
Slide 19: Background of Transaction
Background of Transaction • Extensive Deal Negotiations Resulting in 30% Purchase Price Reduction • Purchase price reductions prompted by: • Board input and directives • Results of due diligence • Independent advisor advice • Refined financial analysis of tax values • Cost of debt • Board Deliberati
Slide 20: Background of Transaction Structure
Background of Transaction Structure Transaction Structured to Provide Certainty to Stakeholders and Minimal Negative Disruption to the Business • 3-4 Month Delay in Closing of Transaction unacceptable to Parties • Our key assets are our healthcare providers and client relationships; deal uncertainty
Slide 21: Key Terms of Acquisition
Key Terms of Acquisition • Acquired NF Investors, Inc. (NFI, parent company of Nursefinders, Inc. dba Medfinders) in exchange for: • 6.3 million shares of AHS common stock • 5.4 million shares of conditional convertible preferred stock (and transaction costs incl. 227K shares) • $193 million total t
Slide 22: Important Information
Important Information AMN Healthcare filed a definitive proxy statement on October 29,2010 with the SEC to obtain shareholder approval of (i) the convertibility of the preferred stock to be issued to Medfinders’ shareholders in the acquisition into shares of AMN Healthcare common stock and (ii) the
Slide 23: Cautionary Statement
Cautionary Statement The issuance of the securities in the transactions described in this video have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an app
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