Sept. 24, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of Greenway Medical Technologies, Inc. (NYSE: GWAY) by Vitera Healthcare Solutions, LLC. On
September 23, 2013
, Greenway announced the signing of a definitive merger agreement under which Vitera Healthcare Solutions, an affiliate of Vista Equity Partners, will acquire Greenway in an all cash transaction for
per share. The Greenway board of directors has unanimously approved the agreement. Vitera Healthcare Solutions will commence a cash tender officer to purchase all outstanding shares of common stock, which is expected to close in the fourth quarter of 2013.
Is the Merger Best for Greenway and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Greenway is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. As an initial matter, the
consideration represents a premium of just 20.06% based on Greenway's closing price on
, 2013. This premium is substantially below the median one-day premium of 35.59% for comparable transactions in the last three years.
August 19, 2013
, Greenway announced the company's earnings for its fourth quarter 2013, reporting revenue of
for its fiscal year 2013, an increase of
compared to its same period 2012. Further, the company reported that revenue from recurring sources accounted for 57.6% of revenue for the fiscal fourth quarter 2013, compared to the 43.8% of revenue for the same quarter 2012. Reflecting on the significance of the increase in revenue from recurring sources, Tee Green, president and chief executive officer of Greenway, stated, "Our results for the fourth quarter and full year reflect an organization that is successfully reducing its reliance on one-time sales and increasing revenue from more predictable recurring sources while introducing a platform that is gaining increased acceptance among those providers we serve…We are encouraged by the continued strong growth of revenue from recurring sources of 28% during our fiscal fourth quarter, when compared to the prior year, and the substantial improvement in overall revenue mix from predictable sources."
Given these facts, Robbins Arroyo is examining Greenway's board of directors' decision to sell the company to Vitera Healthcare Solutions now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects, and whether they are seeking to benefit themselves.