Emergency Medical Services Corporation (NYSE:EMS) (EMSC or the Company)
today announced that certain of its equity holders, primarily affiliates
of Onex Corporation, have priced a public secondary offering of 8.0
million shares of class A common stock at $40.00 per share. The size of
the offering was increased from the previously announced 7.0 million
shares of class A common stock. The underwriters will have a 30-day
option to purchase up to an additional 1,200,000 shares of class A
common stock. The offering is expected to close on August 12, 2009,
subject to customary closing conditions.
EMSC will not receive any proceeds from the offering. The shares are
being offered by affiliates of Onex Corporation (the “Onex Entities”)
and represent approximately 25% of the Onex Entities’ equity interests
in EMSC. After giving effect to this offering, the Onex Entities will
own approximately 57% of the equity interests in EMSC and approximately
92% of the combined voting power, not including the impact of any
exercise by the underwriters of the 30-day option to purchase additional
shares of class A common stock. BofA Merrill Lynch, Goldman, Sachs & Co.
and Credit Suisse are acting as joint bookrunners for the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities law of any such jurisdiction. The offering will be made only
by means of a prospectus supplement and accompanying base prospectus,
copies of which may be obtained from BofA Merrill Lynch, 4 World
Financial Center, New York, NY 10080, Attn: Prospectus Department, or
from Goldman, Sachs & Co., Prospectus Department, 85 Broad Street, New
York, NY 10004, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by
emailing prospectus-ny@ny.email.gs.com
and from the SEC’s website at www.sec.gov,
when available.
About Emergency Medical Services Corporation
Emergency Medical Services Corporation (EMSC) is a leading provider of
emergency medical services in the United States. EMSC operates two
business segments: American Medical Response, Inc. (AMR), the Company’s
healthcare transportation services segment, and EmCare Holdings Inc.
(EmCare), the Company’s outsourced hospital-based physician services
segment. AMR is the leading provider of ambulance services in the United
States. EmCare is a leading provider of outsourced emergency department
and hospital-based physician services. In 2008, EMSC provided services
to 11.4 million patients in nearly 2,100 communities nationwide. EMSC is
headquartered in Greenwood Village, Colorado.
Forward-Looking Statements
Certain statements and information herein may be deemed to be
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. These statements are subject
to risks and uncertainties, including without limitation, general market
conditions, the market for the company's securities, the performance of
the company's business and other risks detailed from time-to-time in the
company's filings with the Securities and Exchange Commission. There is
no assurance that shares being offered will be sold or on what terms.
About the Offering
The shares of class A common stock in the offering have not yet been
issued. The selling stockholders currently hold LP exchangeable units in
Emergency Medical Services L.P., which they will exchange for shares of
class B common stock. Upon transfer to the underwriters, the shares of
class B common stock will convert automatically into the shares of class
A common stock being sold in the offering. Purchasers will receive
shares of class A common stock from EMSC’s authorized capital.
Emergency Medical Services Corporation
Deborah Hileman, 303-495-1210
Vice
President, Corporate Communications & Investor Relations
Deborah.hileman@emsc.net
