Notable Mergers and Acquisitions 9/22: (ACN) (LEN)/(WCIC) (TRU) (TRI)

September 22, 2016 9:37 AM EDT

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*** Accenture (NYSE: ACN) has entered into an agreement to acquire Kurt Salmon, a leading global strategy consulting firm focused on the retail industry and a subsidiary of Management Consulting Group. The acquisition will expand Accenture Strategy’s capabilities in delivering end-to-end strategy consulting services to top retailers and private equity firms in a world disrupted by digital.

Completion is subject to regulatory approvals, approval of the transaction by Management Consulting Group’s shareholders and other customary closing conditions.

Founded in 1935, Kurt Salmon has more than 260 employees serving clients across the world, and offices in the U.S., Germany, UK, Japan and China. The company is known for operational strategy consulting, including logistics and supply chain, merchandising and product development, corporate strategy and due diligence, and omni-channel retail strategy.

“With digital disruption forcing retailers to rethink their entire business and operating models, we expect continued strong demand for strategy consulting services in this industry,” said Mark Knickrehm, chief executive officer, Accenture Strategy. “This acquisition will enhance our ability to deliver the industry-specific strategies that our clients are increasingly seeking, in order to drive competitiveness and operational excellence at the intersection of business and technology.”

Chris Donnelly, retail industry lead, Accenture Strategy, said, “In an environment dominated by rapidly rising customer expectations, industry convergence and low barriers to entry, our retail clients are looking for end-to-end strategy solutions to navigate this disruption. Through this acquisition, we will be able to offer our clients a powerful combination of services to help shape the transformation of the retail sector.”

Following completion of the acquisition, Kurt Salmon’s employees are expected to join the Accenture Strategy retail industry practice.

“Our retail clients are increasingly looking for agile and pragmatic solutions from industry experts that enable their transformation journey and help them gain competitive advantage,” said Brooks Kitchel, CEO of Kurt Salmon. “Joining Accenture Strategy will enable us to bring new value to our clients in a collaborative, global and client-centric environment that aligns with our company culture and mission.”

*** Lennar Corporation (NYSE: LEN) and WCI Communities, Inc. (NYSE: WCIC) today announced that they have entered into a definitive merger agreement under which Lennar will acquire all of the outstanding shares of WCI Communities, Inc. ("WCI") common stock in a cash and stock transaction valued at $23.50 per WCI share, representing a 37% premium to WCI's closing stock price on September 21, 2016.

The transaction gives WCI a total equity value of approximately $643 million and an enterprise value of $809 million.

The transaction will be in the form of a merger of WCI and a newly formed Lennar subsidiary. The current expectation is that the merger consideration for each WCI share will be $11.75 in cash and a fraction of a share of Lennar Class A common stock with a value of $11.75, based on the volume weighted average price of Lennar's Class A common stock on the New York Stock Exchange over the ten trading days preceding the WCI stockholder vote on the merger. However, Lennar has the option of varying the portions of the $23.50 per share merger consideration that will be cash and Lennar stock, including paying the entire merger consideration in cash. The transaction is structured in a manner intended to cause the receipt of Lennar stock as a result of the merger not to be a taxable event for WCI stockholders.

The transaction will combine two of the largest homebuilders in Florida. With a legacy that spans more than 60 years, WCI has established a leading expertise in developing amenity rich, lifestyle master planned communities catering to move-up, active adult and second-home buyers. In the latest 12 months ended June 30, 2016, WCI delivered 1,118 homes with an average sales price of approximately $444,000. The transaction will include a portfolio of owned and controlled land totaling approximately 14,200 homesites, located in most of the highest growth and largest coastal Florida markets.

Stuart Miller, Chief Executive Officer of Lennar, said "We welcome the WCI team to the Lennar family. We have long respected the WCI brand and what the company has accomplished. WCI's land portfolio dovetails perfectly with our own Florida footprint and expands our product offering to capture more of the move-up market. Our combined presence in the premier coastal Florida markets will drive growth and allow significant cross and dual brand marketing opportunities."

Richard Beckwitt, President of Lennar, said "This transaction unites two companies with strong brands, complementary assets, and leading market positions. Keith Bass and his team have built an incredible company, and we're proud to marshal our resources in a deal that accelerates our growth and diversification, generates new strategic product offerings and creates significant value for our shareholders. We look forward to welcoming a very talented group of WCI associates to the Lennar team."

Keith Bass, President and Chief Executive Officer of WCI, said "The transaction is a tribute to the legacy and quality of the WCI brand, the attractiveness of our homes and communities, and the talent of our team members. Lennar is one of the country's finest homebuilders and we are pleased that this transaction provides our shareholders with immediate and attractive value."

The transaction has been approved by the Boards of both Lennar and WCI. Closing of the transaction is subject to customary closings conditions, including the approval by WCI's stockholders. It is anticipated that a meeting to vote on the transaction will be held in December 2016 or January 2017, and, if the transaction is approved by the WCI stockholders, it will be completed promptly after the stockholder vote.

Credit Suisse and Citigroup Global Markets, Inc. served as financial advisers to WCI and provided fairness opinions in connection with the transaction, and Latham & Watkins LLP served as legal advisor, to WCI. Goodwin Procter, LLP acted as legal advisor, and Gibson Dunn & Crutcher, LLP acted as special tax counsel, to Lennar.

*** TransUnion (NYSE: TRU), has acquired RTech (Healthcare Revenue Technologies, Inc), a technology-driven healthcare services company that offers post-service eligibility solutions designed to maximize reimbursements and reduce uncompensated care costs for hospitals and healthcare systems of all sizes.

TransUnion is investing in building its healthcare business because of the enormous opportunity to leverage data, technology and analytics to help healthcare providers maximize reimbursement. In June, TransUnion announced the acquisition of Auditz, LLC, another leading healthcare services organization.

"The right data and technology can offer great insights to help healthcare providers maximize reimbursement and cash flow -- enabling them to put more focus on the patient," said Jim Peck, TransUnion's president and chief executive officer. "Joining forces with RTech and Auditz adds powerful new capabilities to our already-strong healthcare business, consistent with our long-term strategy."

RTech is a market leader in the Northeast region of the United States and will augment TransUnion's healthcare solutions in three key ways:

  • RTech's innovative Revenue Protection solution offers a more holistic view and analysis of hospital accounts receivables, allowing earlier detection and prevention of bad debt.
  • RTech has developed unique new solutions for academic medical centers, as evidenced by their strong presence in that market.
  • RTech's proprietary coverage discovery technology is a great complement to TransUnion's eScan product, as well as Auditz' solution, and TransUnion will integrate all three into a common coverage discovery offering to maximize benefits to clients.

"RTech has impressive solutions and a great track record of helping healthcare providers maximize reimbursement," said Gerry McCarthy, president of TransUnion Healthcare. "Revenue cycle management is a growing opportunity for healthcare providers, and we're excited to bring RTech onboard to enhance the solutions we offer our clients."

RTech will broaden its product line to offer many TransUnion solutions designed to empower healthcare providers to make smarter decisions at the point of service, including ClearIQ patient access products such as:

  • Identity Verification, which helps verify patient identity;
  • Insurance Eligibility, which helps confirm insurance benefits electronically;
  • Patient Payment Estimation, which helps hospitals provide accurate estimates to patients; and
  • Propensity to Pay, which helps determine patient ability and likelihood to pay.

"Joining TransUnion is an exciting milestone for RTech," said Todd Langer, president, RTech. "We have built our business on a foundation of innovative solutions for our clients, and look forward to delivering even more value with our combined solutions."

TransUnion's industry leading revenue cycle management solutions have resulted in nearly $1.3 billion in reimbursement to its clients. Combining the solutions of TransUnion, RTech and Auditz will yield additional recoveries for healthcare providers.

Item 1.01 Entry into a Material Definitive Agreement.

On September 21, 2016, TransUnion Healthcare, Inc. (“TransUnion Healthcare”), a subsidiary of TransUnion, entered into a Purchase Agreement, dated September 21, 2016 (the “Purchase Agreement”), by and among TransUnion Healthcare, Inc., RTech Healthcare Revenue Technologies, Inc. (“RTech”), John J. DeRuzza and Todd H. Langer, as Sellers, and Todd H. Langer, as the Seller Representative. RTech is a technology-driven healthcare services company that offers post-service eligibility solutions designed to maximize reimbursements and reduce uncompensated care costs for hospitals and healthcare systems of all sizes.

Pursuant to the Purchase Agreement, TransUnion Healthcare purchased 100% of the outstanding capital stock of RTech (the “Acquisition”) for consideration consisting of approximately $51.9 million paid at closing. TransUnion Healthcare also agreed to pay up to an additional $6.2 million, deposited in escrow at closing, upon satisfaction of specified conditions relating to customer retention, and up to an additional $3.9 million with respect to RTech accounts receivable that are collected after the closing date.

The Purchase Agreement contains customary representations and warranties, covenants and indemnities by both parties.

The foregoing description of the Purchase Agreement is a summary and is qualified in its entirety by reference to the Purchase Agreement, which is included as Exhibit 2.1 hereto and is incorporated herein by reference.

*** Thomson Reuters (NYSE: TRI) has signed a definitive agreement to acquire REDI Holdings, a trading technology pioneer whose flagship REDIPlus execution management system (EMS) provides advanced cross-asset class trading capabilities to the buy-side. The acquisition is expected to close by the end of Q4 subject to customary closing conditions including regulatory approvals.

The REDI acquisition is intended to help Thomson Reuters deliver an integrated workflow solution to the buy-side trading community. By incorporating REDI’s trading capabilities into Eikon, Thomson Reuters next-generation financial markets desktop, and Elektron, its suite of data and trading propositions, Thomson Reuters will enable institutional traders to move seamlessly from pre-trade activities to trade execution across asset classes on an integrated platform.

“Integrating REDI into Thomson Reuters solutions will enable us to transform Eikon into a world-class trading solution for the buy-side and further expand the breadth and depth of market data available to them via Elektron — helping our customers participate in the market with greater intelligence and efficiency,” said Michael Chin, managing director, global head of equities, Thomson Reuters. “Like Thomson Reuters, REDI has a long commitment to innovation through its open technology platform that seamlessly integrates third-party data, applications and capabilities — a core tenet of Thomson Reuters own strategy.”

Founded in 1992 by market maker and New York Stock Exchange specialist Spear, Leeds & Kellogg, REDI has a strong track record of delivering EMS capabilities to the buy-side. From 2001 to 2013, REDI was owned and operated by Goldman Sachs. In 2013 Goldman Sachs spun out the REDI business into a collaborative, industry-backed consortium including Bank of America Merrill Lynch, Barclays, BNP Paribas, Citadel and investment funds affiliated with Lightyear Capital, LLC, as well as Goldman Sachs. Bank of America Merrill Lynch also transferred its InstaQuote EMS to REDI as part of its investment.

“The buy-side continues to need truly open, broker-neutral trading systems. We made the decision to become part of the Thomson Reuters family so that our team could realize our ambitious product goals with access to the deep resources and technological infrastructure of a global leader in financial services. Our capabilities are extremely complementary to Thomson Reuters and will allow us to bring together an independent, end-to-end trading solution to market that is unique in the industry,” said Rishi Nangalia, chief executive officer, REDI.

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