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Exhibit 15
[SMITH BARNEY LETTERHEAD]
CONFIDENTIAL
August 14, 1997
The Board of Directors
Talbert Medical Management Holdings Corporation
3540 Howard Way
Costa Mesa, California 92626
Members of the Board:
You have requested our opinion as to the fairness, from a financial point of
view, to the holders of the common stock of Talbert Medical Management Holdings
Corporation ("Talbert") of the consideration to be received by such holders
pursuant to the terms and subject to the conditions set forth in the Agreement
and Plan of Merger, dated as of August 14, 1997 (the "Merger Agreement"), among
MedPartners, Inc. ("MedPartners"), Talmed Merger Corporation, a wholly owned
subsidiary of MedPartners ("Subsidiary"), and Talbert. As more fully described
in the Merger Agreement, (i) MedPartners will cause Subsidiary to commence a
tender offer to purchase all outstanding shares of the common stock, par value
$0.01 per share, of Talbert (the "Talbert Common Stock") at a purchase price of
$63.00 per share, net to the seller in cash (the "Tender Offer") and (ii)
subsequent to the Tender Offer, Subsidiary will be merged with and into Talbert
(the "Merger" and, together with the Tender Offer, the "Transaction") and each
outstanding share of Talbert Common Stock not previously tendered will be
converted into the right to receive $63.00 in cash.
In arriving at our opinion, we reviewed the Merger Agreement and held
discussions with certain senior officers, directors and other representatives
and advisors of Talbert and certain senior officers and other representatives of
MedPartners concerning the business, operations and prospects of Talbert. We
examined certain publicly available business and financial information relating
to Talbert as well as certain financial forecasts and other information and data
for Talbert which were provided to or otherwise discussed with us by the
management of Talbert. We reviewed the financial terms of the Merger as set
forth in the Merger Agreement in relation to, among other things: current and
historical market prices and trading volumes of Talbert Common Stock; the
historical and projected earnings and other operating data of Talbert; and the
capitalization and financial condition of Talbert. We considered, to the extent
publicly available, the financial terms of certain other similar transactions
recently effected which we considered relevant in evaluating the Merger and
analyzed certain financial, stock market and other publicly available
information relating to the businesses of other companies whose operations we
considered relevant in evaluating those of Talbert. In addition to the
foregoing, we conducted such other analyses and examinations and considered such
other financial, economic and market criteria as we deemed appropriate in
arriving at our opinion.
In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information and data publicly available or furnished to or otherwise reviewed by
or discussed with us. With respect to financial forecasts and other information
and data provided to or otherwise reviewed by or discussed with us, we have been
advised by the management of Talbert that such forecasts and other information
and data were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the management of Talbert as to the future
financial performance of Talbert. We have not made or been
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The Board of Directors
Talbert Medical Management Holdings Corporation
August 14, 1997
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provided with an independent evaluation or appraisal of the assets or
liabilities (contingent or otherwise) of Talbert nor have we made any physical
inspection of the properties or assets of Talbert. In connection with our
engagement, we were not requested to, and did not, solicit third party
indications of interest in a possible acquisition of Talbert. Our opinion is
necessarily based upon information available to us, and financial, stock market
and other conditions and circumstances existing and disclosed to us, as of the
date hereof.
Smith Barney has been engaged to render financial advisory services to Talbert
in connection with the proposed Transaction and will receive a fee for such
services, a significant portion of which is contingent upon the consummation of
the Transaction. We also will receive a fee upon the delivery of this opinion.
In the ordinary course of our business, we and our affiliates may actively trade
or hold the securities of Talbert and MedPartners for our own account or for the
account of our customers and, accordingly, may at any time hold a long or short
position in such securities. We have in the past provided investment banking
services to affiliates of Talbert and to MedPartners unrelated to the proposed
Transaction, for which services we have received compensation. In addition, we
and our affiliates (including Travelers Group Inc. and its affiliates) may
maintain relationships with Talbert, MedPartners and their respective
affiliates.
Our advisory services and the opinion expressed herein are provided for the
information of the Board of Directors of Talbert in its evaluation of the
proposed Transaction, and our opinion is not intended to be and does not
constitute a recommendation to any stockholder as to whether or not such
stockholder should tender shares of Talbert Common Stock in the Tender Offer or
how such stockholder should vote on the proposed Merger. Our opinion may not be
published or otherwise used or referred to, nor shall any public reference to
Smith Barney be made, without our prior written consent; provided, that this
opinion letter may be included in its entirety in the
Solicitation/Recommendation Statement of Talbert relating to the proposed
Transaction.
Based upon and subject to the foregoing, our experience as investment bankers,
our work as described above and other factors we deemed relevant, we are of the
opinion that, as of the date hereof, the cash consideration to be received in
the Transaction by the holders of Talbert Common Stock (other than MedPartners
and its affiliates) is fair, from a financial point of view, to such holders.
Very truly yours,
/s/ SMITH BARNEY INC.
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SMITH BARNEY INC.