GreenVision Acquisition Corp, a blank check company, has agreed to merge with Fort Lauderdale, Florida-based Accountable Healthcare America Inc, a population health management company. The deal will have an initial enterprise value of about $150 million. When the merger closes, GreenVision will be renamed AHA Healthcare and remain on the NASDAQ under the ticker symbol “GRNV.”
NEW YORK & FORT LAUDERDALE, Fla.–(BUSINESS WIRE)–GreenVision Acquisition Corp. (Nasdaq: GRNV), a special purpose acquisition company (“SPAC”), announced today that it has entered into a definitive agreement for a business combination with Accountable Healthcare America, Inc. (“AHA”), a growth-oriented, technology-enabled population health management company.
The transaction will introduce AHA as a Nasdaq-listed public company. Upon closing of the transaction, it is expected that GreenVision will be renamed AHA Healthcare and remain on the Nasdaq Stock Market, listed under a new ticker symbol. Assuming full redemption of the GreenVision IPO trust funds, the transaction implies an initial enterprise value for the combined company of approximately $150 million, or 8.5x AHA’s estimated 2020 EBITDA of $17.6 million and 6.6 times AHA’s projected 2021 EBITDA of $22.6 million. Assuming no redemption of the GreenVision IPO trust funds, the post-merger company will have an initial market capitalization of approximately $ 127 million.
Headquartered in Ft. Lauderdale, Florida and founded in 2014 by industry veterans with a combined 125 years of experience in the Medicare managed care space, AHA owns and manages Medicare-focused, risk-bearing provider networks using a combination of a patent-pending proprietary cloud-based data analytics platform and advanced medical management processes. The company specializes in providing care for Medicare patients with multiple chronic conditions leveraging its data-driven integrated platform, resulting in improved quality of care, reduced healthcare expenditures and enhanced patient satisfaction. Upon closing of the business combination, the post-merger company will own 13 primary care clinics and manage 68 primary care practices in Florida comprising 326 providers with a total of 28,000 patients on its platform.
Technology-enabled population health management company at the forefront of the U.S. healthcare movement to value-based care and risk-based reimbursement models.
The post-merger company projects $17.6 million EBITDA in 2020 and $22.6 million EBITDA in 2021.
Differentiated, scalable, patent-pending, proprietary cloud-based population health management technology platform combining data analytics and advanced medical management processes.
Medicare Advantage total addressable market of approximately $516 billion.
Highly experienced and clinically strong management team.
Transaction attractively priced for investors at an approximately 35% discount to the nearest public comparable.
Upon the closing of the business combination, the management team of the post-merger company will be led by Warren Hosseinion, M.D., Chairman and Chief Executive Officer, who was previously the Co-Founder and CEO of Apollo Medical Holdings (NASDAQ: AMEH).
“We are excited about the prospects of AHA,” stated David Fu, Chairman and Chief Executive Officer of GreenVision. “AHA’s innovative big data technology and medical management platform, compelling financial profile and very attractive growth prospects are the drivers for our decision to choose AHA as our merger partner after a thorough search. AHA’s management comes with a demonstrated track record of growth and success. We look forward to working with the stellar team at AHA to close our merger in a timely manner.”
“We are excited to announce this transaction with GreenVision, which would create one of the leading publicly-listed population health management companies in the nation if consummated,” stated Warren Hosseinion, M.D., Chairman and Chief Executive Officer of AHA. “We believe that our cloud-based technology and medical management platform allows us to provide high-quality, coordinated care that is cost-effective and focused on outcomes.”
Key Transaction Terms
Under the terms of the proposed transaction announced today, GreenVision will issue shares of common stock to current securityholders of AHA, which amount includes one million GreenVision shares that will be held in escrow at the closing of the business combination and will be released and issued to the AHA security holders in the event that (i) the closing price of GreenVision’s share of common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period immediately following the closing of the business combination, but prior to the first anniversary of the closing, or (ii) AHA achieves $17,500,000 or more of EBITDA for the fiscal year ending December 31, 2020.
Upon the consummation of the transaction, AHA’s current shareholders will convert their equity into approximately 71% of the outstanding shares of the combined company, assuming full redemption by GreenVision’s public shareholders, and AHA will take control of the business operations of the post-merger company. GreenVision currently holds approximately $57.5 million in its trust account. After giving effect to any redemption by the public stockholders of GreenVision, the balance of the cash held in GreenVision’s trust account will be used to pay transaction expenses and to fund the post-merger company’s growth and for general corporate purposes.
The description of the business combination contained herein is only a summary and is qualified in its entirety by reference to the definitive agreement relating to the business combination, a copy of which will be filed by GreenVision with the Securities and Exchange Commission (“SEC”) as an exhibit to a Current Report on Form 8-K. Further information regarding the transaction will be included in an investor presentation which GreenVision will also make available as an exhibit to a Current Report on Form 8-K. Additional information about the proposed transaction will be described in GreenVision’s preliminary proxy statement relating to the business combination, which GreenVision will file with the SEC as soon as practicable. GreenVision’s SEC reports and proxy statement will be available on the website of the SEC at www.SEC.gov.
Proposed Transaction Timeline
The transaction has been unanimously approved by the boards of directors of both GreenVision and AHA. Further, the stockholders of AHA have approved the transaction. The proposed business combination is expected to be completed in the 4th quarter of 2020, subject to (i) approval by GreenVision’s shareholders and (ii) other customary closing conditions which are specified in the merger agreement. Under the terms of GreenVision’s governing documents, it has until November 21, 2020 to complete a business combination. However, the time period may be extended for up to 2 additional three-month periods upon the placement of an additional $575,000 for one extension of three months into the trust account. Under the terms of the Merger Agreement, AHA has provided a deposit of $575,000 to GreenVision which may be used to fund the first three-month extension period.
Conference Call Information
GreenVision and AHA management will host a conference call to discuss the transaction on Friday, August 28, 2020 at 8:30 am EST. Investors interested in participating in the live call can dial 877-445-9755 or click URL Link: https://78449.themediaframe.com/dataconf/productusers/grnv/mediaframe/40423/indexl.html
I-Bankers Securities served as financial advisor to GreenVision. Becker & Poliakoff served as legal counsel to GreenVision. Colliers International and Benchmark Company acted as financial advisors to AHA. Dickinson Wright PLLC served as legal counsel to AHA.
About GreenVision Acquisition Corp.
GreenVision Acquisition Corp. is a newly organized blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but it intends to focus on target businesses operating in North America, Europe and Asia (excluding China) in the life sciences and healthcare industries.
About Accountable Healthcare America, Inc.
AHA is a technology-enabled population health management company. For more information, please visit www.ahahealthcare.net. Information on our web-site does not comprise a part of this press release.