Team Health — Merger or Acquisition (October 2015)
17 slides from Team Health's merger presentation, Oct 20, 2015
Slide 1: A Compelling Opportunity to Create Shareholder Value
Exhibit 99.2 A Compelling Opportunity to Create Shareholder Value October 20, 2015
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding AmSurg’s
Slide 3: Strategically & Financially Compelling Combination
Strategically & Financially Compelling Combination Creates market leader in physician services, giving a voice to core constituency in healthcare Leading national provider of outsourced physician services to health systems Network of more than 1,200 healthcare facilities and approximately 20,000 cli
Slide 4: Summary Terms of Proposal
Summary Terms of Proposal $11.49 per share in cash and fixed exchange ratio of 0.768x – Implies total value per share at offer of $71.47 per share including $59.98 per share in newly issued common stock in the combined company Merger – Structured to balance pro forma equity ownership to 50%/50% to e
Slide 5: Combined Company Controls its Destiny
Combined Company Controls its Destiny Race for Scale… …Creates Opportunities for New Health Insurers Physician Staffing TeamHealth Significant consolidation 3 Large Players + Local Blues Envision Creates a highly ’15 EBITDA $737mm differentiated market leader Firm Value $9.8bn Hospitals Significant
Slide 6: Combination has the Potential to Significantly Enhance Shareholder Value
Combination has the Potential to Significantly Enhance Shareholder Value Value Driver 1 Most Complete Platform of Outsourced Clinical Catalytic to organic growth and Services Accelerates Multiple Avenues of Growth M&A opportunities 2 Largest National Provider with Highly Diversified Business Mix Red
Slide 7: Most Complete Platform of Outsourced Clinical Services Accelerates Growth
1 Most Complete Platform of Outsourced Clinical Services Accelerates Growth Business Mix Clinical Service Offerings Children’s Surgery ED Hospitalist Anesthesiology Radiology Post-Acute Services Center 2015E Revenue: ~$7bn & ~20,000 Clinicians ASC 17% Radiology 1% Other Emergency 6% Department 39% C
Slide 8: Leading National Physician Services Company with Complementary Service Offerings
2 Leading National Physician Services Company with Complementary Service Offerings AmSurg TeamHealth (2) New TeamHealth (3) 2015E Revenue(1) $2.5bn 2015E Revenue $4.3bn 2015E Revenue ~$7.0bn 2015E Adj. EBITDA$477mm States (1) 38 + 2015E Adj. EBITDA$516mm States 47 = 2015E Adj. EBITDA$1.1bn States 48
Slide 9: Delivers Immediate Financial Return at Modest Leverage
3 Delivers Immediate Financial Return at Modest Leverage $7.0 billion + Immediately Accretive to Earnings and Value Revenue Year-1 Accretion in Excess of $0.35 $1.1 billion + Assuming Base Case Run-Rate Synergies EBITDA Accelerates Growth 23% $200 million + 20% + 18% Combined Company Synergies EBITD
Slide 10: Opportunities for Meaningful Synergies
4 Opportunities for Meaningful Synergies Cost Synergies TeamHealth Cost Operations support, back office, public company costs incurred; potential group Synergies purchasing on malpractice, benefits and other costs IPC Synergies with Corporate and regional overhead; public company costs; operating, b
Slide 11: Best Positioned for Evolving Payment Models and Enabling Coordinated Care
5 Best Positioned for Evolving Payment Models and Enabling Coordinated Care The transaction offers immediate and concrete strategic and financial return and better positions the company for value based payments, bundling and risk sharing arrangements At the forefront of key fee-for-value initiatives
Slide 12: Management has High Credibility, Proven Track Record, and Strong Cultural Fit
6 Management has High Credibility, Proven Track Record, and Strong Cultural Fit AmSurg management has been instrumental in driving long term shareholder appreciation and has outperformed the peer group over the last three years Recent Performance has Outpaced Share Price Performance Since May 28, 20
Slide 13: Combination Represents Significant Value Creation Opportunity for TeamHealth Shareholders
Combination Represents Significant Value Creation Opportunity for TeamHealth Shareholders Significant value creation to TeamHealth stockholders through initial premium as well as continued upside and equal share of synergies Share of incremental synergies capitalized $59.98 $71.47 at peer NTM EBITDA
Slide 14: Shared Vision for New TeamHealth
Shared Vision for New TeamHealth Transformational Combination Aligned with the Future of Healthcare NewBreadthtoTeamHealth Brand& Long-term Vision:Partnerof choiceforhealthsystems Comprehensive Platform: Industryleadingportfolioofoutsourced physician services MultipleLeversofGrowth:Builtforthelong-t
Slide 15: We believe our proposal is compelling for TeamHealth Shareholders
We believe our proposal is compelling for TeamHealth Shareholders Proposal delivers significant value today… …with meaningfully enhanced outlook MOE with a 36% “control premium” Share in upside equally with base case of $200mm of synergies 50/50% ownership: “not truly selling” Enormous value creatio
Slide 16: Next Steps
Next Steps No expected financing contingency; JPM/Guggenheim highly confident in AmSurg ability to finance merger Proposal based on public information/internal estimates Would conduct prompt due diligence to reach agreed upon transaction Shareholder votes required for both companies Do not anticipat
Slide 17: Financial Information
Financial Information We have included certain financial measures in this presentation, including Adjusted EBITDA and Adjusted EPS, which are “non-GAAP financial measures” as defined under the rules and regulations promulgated by the SEC. We define Adjusted EBITDA as earnings before interest expense
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