WATERTOWN, Mass., May 24, 2018 /PRNewswire/
-- athenahealth, Inc. (NASDAQ: ATHN), a leading provider of network-enabled services for hospital and
ambulatory customers nationwide, issued the following statement in response to the press release and letter issued today by
Elliott Management:
The athenahealth Board of Directors takes very seriously its obligation to protect shareholders
and to take only those actions that are in the best interests of all shareholders. The Board currently is undertaking
a thorough and deliberate analysis of Elliott Management's proposal to acquire the Company for $160
per share in cash and will continue to take the time necessary to complete this review notwithstanding Elliott Management's
attempts to publicly pressure the Board and management team. The Board will communicate the results of this analysis and
its recommendation promptly.
Our record is clear: members of the athenahealth Board and management team have had an ongoing
dialog with the Company's major shareholders, as well as Elliott Management, regarding the Company's business and the Elliott
proposal. Although the Company does not comment on the specifics of any conversation with its shareholders, this ongoing
engagement has been constructive and has provided an opportunity for shareholders to share their perspectives with management and
the Board. Based on our discussions with shareholders, we do not believe the positions set forth in Elliott Management's
letter are representative of the positions of all of our shareholders. In addition, notwithstanding the assertions in
Elliott Management's letter, the Company fully engaged with respect to Elliott's prior private proposal and, after careful
analysis, the Board determined that the proposal was not in the best interests of the Company's shareholders. The Company
communicated the Board's determination to Elliott Management.
The Board will take into account the views of all of its shareholders as it evaluates the
proposal from Elliott Management and considers the appropriate recommendation. The Board will take the time necessary to
complete its work so that it can recommend only those actions that it determines are in the best interests of all
shareholders.
Meanwhile, athenahealth continues to play an innovative and valuable role in the healthcare
industry. We sit in the very early days of the digitization of healthcare and the Company remains excited by its
future.
Lazard and Centerview Partners have been retained as financial advisors to assist the Board in
this analysis, and Weil, Gotshal & Manges LLP has been engaged as legal counsel to the Company.
About athenahealth, Inc.
athenahealth partners with hospital and ambulatory customers to drive clinical and financial results. We offer medical
record, revenue cycle, patient engagement, care coordination, and population health services. We combine insights from our
network of 114,000 providers and 110 million patients with deep industry knowledge and perform administrative work at scale. For
more information, please visit www.athenahealth.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding management's
expectations to advance value creation across the athenahealth business and to become healthcare's first platform company;
statements regarding management's expectations for future financial and operational performance, expected growth, positioning in
the market, and business outlook; statements regarding management's focus on the execution of our strategic plan and expected
outcomes, including anticipated cost savings, increased efficiencies, streamlined workflow, margin improvements, and improvements
in employee engagement; statements regarding recently announced changes to the Company's leadership and governance structure and
expected outcomes. Forward-looking statements may be identified with words such as "will," "may," "expect," "plan," "anticipate,"
"upcoming," "believe," "estimate," or similar terminology, and the negative of these terms. Forward-looking statements are not
promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond
our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements.
These risks and uncertainties include: our ability to successfully implement our strategic initiatives and achieve their
anticipated impact; our ability to manage changes in our management team and changes resulting from our workforce reduction and
office closures; our highly competitive industry and our ability to compete effectively and remain innovative; the development of
the market for cloud-based healthcare information technology services; changes in the healthcare industry and their impact on the
demand for our services; our ability to successfully recruit qualified new executive and board talent and to manage our
management transition; our ability to maintain consistently high growth rates due to lengthening customer sales cycles and lower
utilization; the impact of changes in our business model and structure; our ability to successfully implement operational and
leadership initiatives; our ability to effectively manage our growth; our ability to protect our intellectual property; current
and future litigation, including for intellectual property infringement; our dependence on third-party providers; risks and costs
associated with our worldwide operations; our ability to attract and retain highly-skilled employees; our fluctuating operating
results; our ability to retain our customers and maintain customer revenue; our tax liability; our variable sales and
implementation cycles; the timing at which we recognize certain revenue and our ability to evaluate our prospects; defects and
errors in our software or services, or interruptions or damages to our systems or those of third parties on which we rely; a data
security breach; limitations on our use of data; the effect of payer and provider conduct; the failure of our services to provide
accurate and timely information; changing government regulation and the costs and challenges of compliance; the potential for
illegal behavior by employees or subcontractors; and the price volatility of our common stock. Forward-looking statements speak
only as of the date hereof and, except as required by law, we undertake no obligation to update or revise these forward-looking
statements. For additional information regarding these and other risks faced by us, refer to our public filings with the
Securities and Exchange Commission ("SEC"), available on the Investors section of our website at www.athenahealth.com and on the SEC's website at www.sec.gov.
Contacts:
Investors
Dana Quattrochi
investorrelations@athenahealth.com
617-402-1329
Media
Holly Spring
media@athenahealth.com
617-402-1631
Barrett Golden / Nick Lamplough / Scott
Bisang
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
View original content:http://www.prnewswire.com/news-releases/athenahealth-issues-statement-300654554.html
SOURCE athenahealth, Inc.