Date: May 15, 2009
Source: Stericycle, Inc.
Stericycle, Inc. to Acquire MedServe, Inc.
Stericycle, Inc. (NASDAQ: SRCL), today announced that it had entered into an agreement to acquire MedServe, Inc.
On May 9, 2009, we and our wholly-owned subsidiary, ATMW Acquisition Corp., entered into an agreement and plan of merger with MedServe, Inc. a Delaware corporation, and Avista Capital Partners, L.P., a Delaware limited partnership, as the stockholders' representative. Pursuant to the merger agreement and upon completion of the merger, our subsidiary will be merged with and into MedServe and MedServe will become a wholly-owned subsidiary of ours.
MedServe is privately held. It is engaged in the collection, transportation, treatment and disposal of medical waste, hazardous waste, universal waste and other regulated wastes, sharps management services, safety and compliance training services, and other related businesses.
The total merger consideration is $185,000,000 in cash, subject to reduction for MedServe's indebtedness as of the closing date, MedServe's expenses in connection with the transaction, and other expenses related to the transaction. In addition, $27,750,000 of the merger consideration will be deposited in escrow to cover indemnification obligations of the MedServe stockholders under the merger agreement.
Concurrently with the parties' execution of the merger agreement, MedServe stockholders holding a majority of its outstanding shares entitled to vote delivered their written consent approving the merger agreement and the merger.
The merger is subject to customary closing conditions and regulatory reviews, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Safe Harbor Statement: Statements in this press release may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic conditions). Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include changes in governmental regulation of medical waste collection and treatment and increases in transportation and other operating costs, as well as the other factors described in our filings with the U.S. Securities and Exchange Commission. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We make no commitment to disclose any subsequent revisions to forward-looking statements.
Stericycle, Inc.
Frank ten Brink, (847) 607-2012
MedServe, Inc. Press Release:
MedServe, Inc., a private company, today announced that it has entered into an agreement to be acquired by Stericycle, Inc. (Nasdaq: SRCL) for $185 million in cash.
MedServe has been majority-owned by Avista Capital Partners, Chrysalis Ventures and Murphree Venture Partners since September 2006. MedServe is engaged in the collection, transportation, treatment and disposal of medical waste, hazardous waste, universal waste and other regulated wastes; sharps management services; safety and compliance training services; and other related businesses.
Roger Ramsey, Chairman and Chief Executive Officer of MedServe, said, "We would like to thank Avista, Chrysalis, Murphree and our other shareholders for their commitment to MedServe over the last three years. We are grateful for their support of the company's strategic vision and assistance in achieving this successful event.
"Most importantly, I would like to express my appreciation for MedServe's talented, dedicated and experienced employees. It is through their hard work that our company has experienced such rapid growth in the U.S."
Steve Webster, Co-Managing Partner of Avista, said, "MedServe has made significant progress during the period of Avista, Chrysalis and Murphree's ownership. The company has grown into a great business with an exceptional base of employees. The entire investor group is delighted to have sponsored MedServe and that we were able to partner with the company's outstanding management team."
The transaction is subject to customary closing conditions and regulatory reviews, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
About MedServe
MedServe, Inc., headquartered in Houston, Texas, is engaged in the collection, transportation, treatment and disposal of medical waste, hazardous waste, universal waste and other regulated wastes; sharps management services; safety and compliance training services; and other related businesses. For additional information about MedServe, please visit www.medserve.com.
About Avista Capital Partners
Founded in 2005, Avista Capital Partners is a leading private equity firm with offices in New York, NY and Houston, TX. Avista's strategy is to make controlling or influential minority investments primarily in growth-oriented energy, healthcare and media companies. Through its team of seasoned investment professionals and industry experts, Avista seeks to partner with exceptional management teams to invest in and add value to well-positioned businesses. For more information, visit www.avistacap.com.
About Chrysalis Ventures
Founded in 1993, Chrysalis Ventures is the premier venture capital firm in Mid-America, managing one of the region's largest funds for early-stage and growth investments. Chrysalis invests primarily in early-stage and expansion-stage companies in healthcare services and technology, media and communications, and emerging trends and technologies. Based in Louisville, Kentucky, Chrysalis has approximately $400 million under management and has made investments in 60 companies. For more information, visit www.chrysalisventures.com.
About Murphree Venture Partners
Murphree Venture Partners is a venture capital/private equity firm that makes investments in entrepreneurial enterprises with high-growth potential. Murphree seeks to align itself with entrepreneurs and management groups with whom it can develop strong working relationships, and with whom it can act in concert as owners/investors. Murphree invests in the Sun Belt region of the U.S. from its four offices in Houston, Austin, Baton Rouge and Birmingham. For more information, visit www.murphco.com.
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