M&A - CROSS COUNTRY HEALTHCARE INC

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325002748

Filing Summary: On February 28, 2025, Cross Country Healthcare, Inc. convened a special meeting of stockholders to consider and vote on proposals related to a Merger Agreement with Aya Holdings II Inc., Spark Merger Sub One Inc., and Aya Healthcare, Inc. The merger will result in the Company becoming a wholly-owned subsidiary of Parent and delisted from NASDAQ. The record date for the special meeting was January 21, 2025, with 25,680,210 shares present or represented, constituting a quorum. Proposal 1 regarding the Merger Agreement was approved with 25,660,468 votes for, while Proposal 2, concerning advisory merger-related compensation, also passed with 24,322,272 votes for. The merger is expected to close in the second half of 2025, pending customary closing conditions and regulatory approvals.

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Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000095010325002303

Filing Summary: On February 20, 2025, Cross Country Healthcare, Inc. entered into a Merger Agreement with Aya Holdings II Inc. and its subsidiary, Spark Merger Sub One Inc. The agreement stipulates that the companies will undergo a merger, with Cross Country Healthcare becoming a wholly-owned subsidiary of Aya Holdings following the transaction. On the same day, the U.S. Federal Trade Commission issued a 'Second Request' for additional information concerning the merger, which extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act until both parties comply. The merger is now expected to close in the second half of 2025, pending shareholder approval and satisfaction of customary closing conditions. A definitive proxy statement has been filed to secure approval from the Company's stockholders regarding this transaction. Stakeholders are encouraged to review the proxy documents and other related filings for essential details about the merger.

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Form Type: DEFA14A

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000095010325002306

Filing Summary: Cross Country Healthcare, Inc. has disclosed in its DEFA14A filing that it entered into a Merger Agreement with Aya Holdings II Inc. and its subsidiary, Spark Merger Sub One Inc. on December 3, 2024. Following this, on February 20, 2025, the company received a request for additional information from the U.S. FTC, impacting the timing of the merger. The merger will result in Cross Country becoming a wholly-owned subsidiary of Aya, and it is expected to close in the second half of 2025, pending stockholder approval and the fulfillment of customary conditions. Shareholders are urged to review the definitive proxy statement filed with the SEC.

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Form Type: DEFM14A

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000114036125001610

Filing Summary: Cross Country Healthcare, Inc. has entered into a definitive merger agreement with Aya Holdings II Inc. on December 3, 2024. Under the agreement, Spark Merger Sub One Inc., a subsidiary of Aya, will merge with Cross Country, making it a wholly-owned indirect subsidiary of Aya. The merger is approved unanimously by Cross Country's board and will close when conditions are met. Shareholders will receive $18.61 in cash per share of Cross Country common stock, representing significant premiums over recent trading values. A special stockholder meeting is scheduled for February 28, 2025, to vote on the merger and related matters. Stockholders are urged to participate in the voting process as abstaining will count as a negative vote on the merger proposal.

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Form Type: PREM14A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125000301

Filing Summary: Cross Country Healthcare, Inc. has announced a proposed merger with Aya Holdings II Inc. through an agreement entered on December 3, 2024. The merger involves Spark Merger Sub One Inc., which will merge with Cross Country, making it a wholly-owned indirect subsidiary of Aya. Stockholders are to receive $18.61 per share of Cross Country common stock, reflecting a 67% premium over the stock's last trading price prior to the merger announcement. The board unanimously recommends stockholders vote 'FOR' this proposal at a special meeting to approve the merger. Failure to vote will be counted as a vote against the proposal. The transaction awaits stockholder approval, with the record date for voting set for a date in 2025 yet to be specified. The proxy materials detail the compensation for named executives tied to the merger, and the meeting will also include a vote on the adjournment if necessary.

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