LMC Capital Advises Ebix on Acquisition of A.D.A.M.
On August 30, Ebix, Inc. (NASDAQ: EBIX), a leading international supplier of On-Demand software and E-commerce services to the insurance industry, announced that it has signed a merger agreement with Atlanta-based A.D.A.M., Inc. (NASDAQ: ADAM), a leading provider of health information and benefits technology solutions in the United States. Ebix will acquire A.D.A.M. on a debt-free basis for aggregate merger consideration of $66 million.
Under terms of the merger agreement, which was unanimously approved by both Boards of Directors, A.D.A.M. shareholders will receive 0.3122 of Ebix common stock for each share of A.D.A.M. common stock in a tax-free reorganization, subject to certain adjustments specified in the merger agreement. The exchange ratio of 0.3122 is based on a $19.06 agreed value of Ebix common stock for purposes of the merger agreement. Upon the closing of the transaction, A.D.A.M. shareholders will own approximately seven (7) percent of the combined company.
The combined company will have a powerful health information and services exchange for employers, benefits brokers, hospitals, healthcare organizations, and consumers.
Ebix Chairman of the Board, President and CEO, Robin Raina said, "We expect the transaction to be accretive in the short and long term both. We expect the merger to deliver at least 15 cents in increased diluted EPS in the first 12 months after closing."
The merger of Ebix and A.D.A.M. unites two Atlanta-based software services companies with complementary services in the health information and insurance services sectors.
Subject to the approval of A.D.A.M. shareholders, customary regulatory approval, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions, the transaction is expected to close later this year.
