Benzinga | Aug 4, 2021 04:05PM EDT

Evolent Health Announces Agreement to Acquire Vital Decisions

Evolent Health, Inc. (NYSE:EVH) -- Evolent Health, Inc. ("Evolent"), and WindRose Health Investors ("WindRose") announced today that they have entered into a definitive agreement for Evolent to acquire WindRose's portfolio company Vital Decisions for $85 million, with an additional earn out of up to $45 million. Vital Decisions will report into Evolent's specialty management offering, New Century Health, and will be consolidated into Evolent's Clinical Solutions segment.

The combination of New Century Health and Vital Decisions brings together two innovative companies that support payers and risk-bearing providers in delivering high-value, lower-cost care to their members through technology-enabled services and deep clinical expertise. Founded in 2002, New Century Health is a specialty care management company focused on driving improved outcomes in oncology and cardiology through peer-led provider collaboration. Founded in 2006, and headquartered in New Jersey, Vital Decisions is a leading provider of technology-enabled advance care planning services, ensuring that the care of individuals with serious illness aligns with their values and changing preferences throughout every step of their health journey and, in particular, as they approach the end of life.

"Cancer and heart disease account for more than 50% of deaths in the United States and drive a substantial portion of health care services at the end of life. The addition of Vital Decisions to New Century Health will help ensure that the care plans for these and other individuals facing advanced illness align with their core values and personal preferences, adapting with patients as their needs and goals evolve," said New Century Health Chief Executive Officer, Dan McCarthy. "As one of the nation's leading providers of advance care planning services, Vital Decisions empowers individuals, helping them find their voice when it matters most. We look forward to welcoming Vital Decisions employees and clients to the Evolent and New Century Health families."

"We have found that up to 35% of costs in the last six months of life are for services that are unwarranted or unwanted--decreasing patient satisfaction and quality while increasing costs to the system. Addressing this misalignment of treatment goals between patients and providers requires multiple innovative solutions coming together," said Vital Decisions CEO Leah Puccio. "This acquisition will help ensure that the care plans created by our Vital specialists find their way into the hands of the providers responsible for ensuring these individuals receive the care they want as their illness progresses. New Century Health has developed a robust provider engagement platform and it's a privilege to combine capabilities so we can continue improving health outcomes and quality of life for our members, while reducing costs for our customers."

Vital Decisions Co-Founder and Executive Chairman Mitchell Daitz added, "From its inception, the vision of Vital Decisions has been to facilitate higher levels of alignment among patients, their family, and their providers regarding the care that is delivered during an advanced illness. Leveraging New Century Health's expertise in provider relationship management will accelerate the organization's progress towards that goal."

Strategic Rationale

The transaction is expected to deepen capabilities of both organizations, allowing cross-sell, an enhanced value proposition to partners and an opportunity to increase the margin profile of the combined organization. In addition, Vital Decisions is expected to accelerate New Century Health's entry into the patient engagement area. Further, the transaction is accretive on an EBITDA per share basis before any synergies.

"We believe Vital Decisions is a strong strategic fit for Evolent, as it adds patient engagement capabilities to New Century Health that should deliver strong clinical and financial outcomes, and presents two-way cross-sell opportunities," said Evolent Health Chief Executive Officer Seth Blackley. "We believe this transaction also unlocks patient engagement and telehealth as levers for ensuring patients with complex illness receive high-quality, coordinated care."

Transaction Details

Evolent is acquiring 100% of the outstanding equity interests in Vital Decisions for an aggregate purchase price of up to $130 million. At closing and subject to certain adjustments, approximately $85 million of the purchase price will be paid and issued, consisting of 50% Evolent Class A common stock and 50% cash. The remainder of the purchase price consists of an earn-out of up to $45 million, payable solely in cash or in a mix of cash and Evolent Class A common stock at Evolent's discretion, tied to the achievement of certain profitability metrics in the fourth quarter of 2022. The earn-out payment, if earned, is expected to be made in the first quarter of 2023. The shares at closing and in the earn-out will be issued in transactions exempt from registration under the Securities Act of 1933, as amended. Evolent will consolidate the results of the acquired business only for the period subsequent to the close of the transaction. The companies expect the transaction to close later this year, subject to the expiration of the waiting period under the Hart-Scott-Rodino Act (or, if applicable, approval thereunder) and the satisfaction or waiver of certain other customary closing conditions.

Advisors

Legal counsel to Vital Decisions was provided by McDermott Will & Emery LLP. Bass, Berry & Sims PLC is acting as legal counsel to Evolent.

Conference Call and Webcast Details

Evolent will hold a conference call to discuss its second quarter performance and the details of the transaction this evening, August 4, 2021, at 6:00 p.m., Eastern Time. The conference call will be available via live webcast on the Company's Investor Relations website at http://ir.evolenthealth.com. To participate by telephone, dial 855.940.9467 or 412.317.6034 for international callers, and ask to join the "Evolent Health call." Participants are advised to dial in at least fifteen minutes prior to the call to register. The call will be archived on the company's website for one week and will be available beginning later this evening. Evolent Health invites all interested parties to attend the conference call.