Athenahealth Surges After Elliott Seeks $6.46 Billion TakeoverBy and
Hedge fund rips management over ‘host of operational issues’
Company said to have rejected two offers to be taken private
Athenahealth Inc. surged after activist investor Elliott Management Corp. bid to acquire the medical company for $160 a share, saying executives had “failed to correct a host of operational issues.”
Elliott, the New York hedge fund led by billionaire Paul Singer, said Monday that it made an all-cash takeover offer, which would value Athenahealth at $6.46 billion. Athenahealth, which makes an online platform doctors use to manage their practices, said in a statement that its board will “carefully review the proposal.”
George Hill, an analyst with RBC Capital Markets in New York, said the offer price is low and expects it will ultimately be rejected by the board.
“An offer from Elliott could also be an attempt to draw out other bidders for ATHN and to push a sale to a strategic acquirer as Elliott notes that other parties have also expressed interest in ATHN,” he said in a note to clients using Athenahealth’s stock symbol.
Elliott said it believed the offer price may also “substantially improve” with additional private diligence.
Elliott was spurned in November when it first approached Athenahealth about a possible take-private transaction. The fund was rejected again in January, when Athenahealth officials refused to engage in any discussions, according to people familiar with the matter. Athenahealth remains committed to its path to fix the business, said the people, who asked not to be identified because the matter is private.
Athenahealth “has not worked for many years, is not working today and will not work in the future,” Jesse Cohn, a partner and senior portfolio manager at Elliott, wrote in a letter to the Athenahealth board of directors. “The case for going private is compelling and cannot be ignored.”
Shares of Athenahealth closed up 16 percent to $146.75 in New York, the biggest one-day gain in about a year. CNBC reported the bid earlier.
Elliott, which said it owns an 8.9 percent stake in the company, has been agitating for changes for almost a year. In August, Athenahealth announced a plan to separate the role of chairman, chief executive officer and president. It’s also pursuing $100 million in cost cutting.
Under the terms of the plan, Jonathan Bush, the company’s co-founder, was to remain on as CEO. At a health-care industry conference in Las Vegas, Bush declined to comment on Elliott’s offer beyond saying he needed to discuss the offer with his board.
Jeff Immelt, the former CEO of General Electric Co., was appointed chairman in January. Athenahealth has yet to appoint a president. Elliott believes Immelt was not the best choice for chairman or to fix the company, said the people, who weren’t authorized to discuss the matter publicly.
Immelt’s health-care track record was defended by spokesman Gary Sheffer.
“Jeff Immelt is a respected leader in healthcare,” Sheffer said in an email. “While at GE, he grew GE Healthcare from a $3 billion to a $20 billion business through technological innovation, smart investments in growth sectors and by managing the business to be a consistent grower in revenues and profits.”
The pace of change has frustrated Elliott, which believes the best way forward is to sell the company to a rival or go private, the people said. The hedge fund believes the 110 million patient records Athenahealth has in the cloud would be attractive to numerous buyers, including potentially Anthem Inc., CVS Health Corp., UnitedHealth Group or other health-care or technology companies.
“Even a cursory review of the company’s public track record leads to the conclusion that the business and its shareholders have been deprived of significant value due to the company’s execution failures,” the letter said.
Elliott has a history of bidding on companies to draw out other potential buyers. It has also acquired companies itself, including most recently Gigamon Inc. in October for $1.5 billion. Gigamon makes networking traffic switches for data centers.
— With assistance by Zachary Tracer