Convey To Be Taken Private By TPG in $1.1bn Deal

Convey Health Solutions Holdings announced that it has entered into a definitive merger agreement pursuant to which TPG Capital will acquire all of the outstanding shares of Convey common stock not currently owned by TPG or certain management and director shareholders for $10.50 per share in cash, representing an enterprise value of approximately $1.1bn.

The purchase price represents a premium of approximately 99% over Convey’s 30-day volume weighted average price per share as of June 17, 2022, and a premium of approximately 143% to the closing price of Convey common stock on June 17, 2022, the last trading day prior to public disclosure of the transaction.

A special committee of the Board of Directors of Convey, comprised solely of independent directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of Convey and its shareholders that are not affiliated with TPG or such management and director shareholders. Acting upon the recommendation of the Special Committee, the Board approved the transaction.

“We believe this transaction provides substantial value, liquidity and certainty for our shareholders. Going forward, as a private company and with TPG’s support, we will have the ability to continue to make investments in the company and better serve our customers,” said Stephen Farrell, CEO of Convey.

“Convey is a leading, integrated payor technology platform that enables efficiency and improves clinical and financial outcomes across the healthcare system. We look forward to continuing our partnership in its next chapter as a private company,” said Katherine Wood, Partner at TPG.

The transaction is expected to close in the second half of 2022. Completion of the transaction is subject to customary closing conditions. The transaction has been approved by TPG in its capacity as the principal shareholder of Convey and no other shareholder approval is required. Upon completion of the transaction, Convey will become a private company and will no longer be publicly listed or traded on NYSE.

Davis Polk & Wardwell LLP is acting as legal counsel to TPG. Centerview Partners is acting as financial advisor to the Special Committee and Simpson Thacher & Bartlett LLP is acting as its legal counsel. Cravath, Swaine & Moore LLP is acting as legal counsel to Convey.