MINNEAPOLIS & BOSTON–(BUSINESS WIRE)–Agiliti Inc. (NYSE: AGTI), a nationwide provider of medical technology management and service solutions to the healthcare industry, today announced that it has entered into a definitive merger agreement pursuant to which an affiliate of private equity firm Thomas H. Lee Partners, L.P., the company’s majority shareholder, will acquire all outstanding shares of Agiliti common stock not currently owned by THL and its affiliates and certain management shareholders for $10.00 per share in cash, implying an enterprise value of approximately $2.5 billion.
The purchase price represents premia of approximately 39% and 43% over Agiliti’s 30-day and 90-day volume weighted average price per share, respectively, as of February 23, 2024, the last trading day prior to public disclosure of the transaction.
A special committee (the “Special Committee”) of the Agiliti Board of Directors, comprised solely of non-management directors not affiliated or associated with THL and advised by its own independent legal and financial advisors, determined that the proposed transaction is in the best interest of Agiliti and its shareholders (other than THL and its affiliates). Acting upon the unanimous recommendation of the Special Committee, the Agiliti Board of Directors approved the transaction.
“Agiliti serves a critical role in sustaining our national healthcare infrastructure, and our dedicated team has led the way to our substantial growth and evolution over the last decade,” said Tom Leonard, CEO of Agiliti. “We are pleased to expand our five-year partnership with THL in a transaction that provides immediate value and liquidity to our shareholders, while lifting certain overhangs that had limited our performance in the public market since the time of our IPO.”
The transaction is expected to close in the first half of 2024, subject to customary closing conditions. The transaction has been approved by THL Agiliti LLC in its capacity as the majority shareholder of Agiliti and no other shareholder approval is required. Upon completion of the transaction, Agiliti will become a private company and will no longer be publicly listed or traded on the New York Stock Exchange.
Centerview Partners LLC is acting as exclusive financial advisor to the Special Committee. Weil, Gotshal & Manges LLP is acting as legal counsel to the Special Committee. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to THL. Ropes & Gray LLP is acting as legal counsel to THL.
Quarterly and Full Year Results Announcement
Agiliti noted that, with the proposed transaction, it will not host a conference call to discuss financial results for the fourth quarter and full year 2023. The Company expects to file its Annual Report on Form 10-K detailing results for the quarter and year ended December 31, 2023, on or before March 15, 2024.
About Agiliti
Agiliti is an essential service provider to the U.S. healthcare industry with solutions that help support a more efficient, safe and sustainable healthcare delivery system. Agiliti serves more than 10,000 national, regional and local acute care and alternate site providers across the U.S. For more than eight decades, Agiliti has delivered medical equipment management and service solutions that help healthcare providers reduce costs, increase operating efficiencies and support optimal patient outcomes.
About THL Partners
THL is a premier private equity firm investing in middle-market growth companies exclusively within three sectors: Healthcare, Financial Technology & Services, and Technology & Business Solutions. THL couples deep sector expertise through an Identified Sector Opportunity (“ISO”) process with dedicated internal operating resources from its Strategic Resource Group (“SRG”) to transform and build great companies of lasting value in partnership with management. The Firm’s domain expertise and resources help to build great companies with an aim to accelerate growth, improve operations and drive long-term sustainable value. Since 1974, THL has raised more than $35 billion of equity capital, invested in over 170 companies and completed more than 600 add-on acquisitions.
