Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On September 5, 2023, NextGen Healthcare, Inc., a Delaware corporation (“NextGen” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Next Holdco, LLC, a Delaware limited liability company (“Parent”), and Next Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Thoma Bravo Discover Fund IV, L.P. (“Thoma Bravo”), an investment fund managed by Thoma Bravo, L.P.
Subject to the terms and conditions of the Merger Agreement, each share of Company common stock, par value $0.01 per share (each a “Company Share”) that is issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than any Company Shares (i) subject to Vested Company Restricted Stock Awards (as defined in the Merger Agreement), Unvested Company Restricted Stock Awards (as defined below) or Company DSU Awards (as defined in the Merger Agreement), (ii) owned immediately prior to the Effective Time by Parent, Merger Sub or the Company or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company or (iii) owned by Company stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Delaware law, will be canceled and extinguished and automatically converted into the right to receive $23.95 per share in cash (the “Merger Consideration”), without interest and subject to any applicable withholding taxes.
In addition, effective as of immediately prior to the Effective Time, each outstanding Company stock option will be automatically canceled in exchange for the right to receive an amount in cash (without interest), if any, equal to the product obtained by multiplying (i) the aggregate number of Company Shares underlying such stock option immediately prior to the Effective Time, by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option.
Effective as of immediately prior to the Effective Time, each outstanding Company deferred stock unit (“DSU Award”) will be automatically canceled in exchange for the right to receive an amount in cash (without interest) equal to product obtained by multiplying (x) the aggregate number of Company Shares underlying such DSU Award immediately prior to the Effective Time, by (y) the Merger Consideration.
Effective as of immediately prior to the Effective Time, each outstanding Company performance stock unit (each a “PSU Award”) will be automatically canceled in exchange for the right to receive an amount in cash (without interest) equal to product obtained by multiplying (x) the sum of (i) the number of Company Shares underlying such PSU Award for which the applicable performance condition has been achieved prior to the Effective Time but which remain subject to service-based vesting as of immediately prior to the Effective Time in accordance with the terms of the PSU Award, if any, plus (ii) with respect to any portion of such PSU Award the vesting of which remains subject to achievement of performance objectives, a number of Company Shares that vest as a result of the Merger as determined in accordance with the terms and conditions applicable to the PSU Award, by (y) the Merger Consideration.
Effective as of immediately prior to the Effective Time, (i) each outstanding share of restricted stock of the Company held by non-employee members of the Board of Directors of the Company (the “Board”) will automatically be converted into the right to receive an amount in cash (without interest) equal to product obtained by multiplying (x) the aggregate number of Company Shares underlying such award immediately prior to the Effective Time, by (y) the Merger Consideration, and (ii) each other outstanding share of unvested restricted stock of the Company (each, an “Unvested Company Restricted Stock Award”) will