ATLANTA, GA – June 15, 2016 – Ebix, Inc. (NASDAQ: EBIX), a leading international supplier of On-Demand software and E-commerce services to the insurance, financial and healthcare industries, today announced that it has sent a letter to the Board of Patriot National, Inc. (traded on NYSE), a provider of technology-enabled outsourcing solutions for the insurance industry, outlining its offer to acquire 100% of the outstanding stock of Patriot National for $9.50 per share.
The Ebix offer, based on 28.037 million Patriot National diluted shares outstanding, represents a 37% premium to Patriot National’s closing share price of $6.92 as of June 14, 2016. The offer contemplates the assumption of Patriot National’s receivables, cash and restricted cash and other assets as well as its current and long-term liabilities including notes payable and earn-out liabilities.
For the quarter ended March 31, 2016, Patriot national reported GAAP Revenues of $64.6 million and GAAP Net income of $3.4 million. With Q1 2016 Adjusted EBITDA of $15.6 million, Patriot National recently affirmed its full year 2016 outlook of total fee income of $270-$280 million and Adjusted EBITDA of $73-$78 million. In 2015, Patriot National generated total revenues of $209.7 million, adjusted EBITDA of $51.5 million and a net loss of $5.4 million.
Ebix intends to pay for at least 55% of the purchase in cash and the balance (45%) in cash or stock, as mutually agreed upon, and expects the transaction to be immediately accretive to earnings per share for Ebix shareholders. Ebix’s offer is subject to due diligence and customary regulatory and other closing conditions.
In view of this proposed offer, Ebix has postponed plans for a 3-for-1 stock split and related special shareholders meeting until further notice.
Ebix reserves the right to reduce its offer if it does not receive a positive engagement response in a timely manner or if any subsequent steps are taken by the Company that could have an adverse impact on its future value.
Ebix president and CEO Robin Raina, commented, "We believe that Patriot National’s products and services are complementary to Ebix in the insurance industry and a combination of the two companies would lend itself to significant synergies and the creation of the global insurance industry’s largest end-to-end software services company. We see substantial synergies, economies of scale and expanded growth potential for the combined business. Our interest in making an offer for Patriot National is also borne out of our firm belief that a combination of the two companies could be substantially and immediately accretive to Ebix's EPS."
Ebix has retained the investment banking advisory firm Sherman & Company of New York to assist Ebix with its offer and any steps that might be required in the future.
Patriot National, Inc. is a national provider of comprehensive technology and outsourcing solutions that help insurance companies and employers mitigate risk, comply with complex regulations and save time and money. Patriot National provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services, self-funded health plans and employment pre-screening services to its insurance carrier clients, employers and other clients. Patriot National is headquartered in Fort Lauderdale, Florida. For more information about Patriot National, please visit www.patnat.com
A leading international supplier of On-Demand software and E-commerce services to the insurance, financial and healthcare industries, Ebix, Inc., (NASDAQ: EBIX) provides end-to-end solutions ranging from infrastructure exchanges, carrier systems, agency systems and risk compliance solutions to custom software development for all entities involved in the insurance industry.
With 40+ offices across Brazil, Singapore, Australia, the US, UK, New Zealand, India and Canada, Ebix powers multiple exchanges across the world in the field of life, annuity, health and property & casualty insurance while conducting in excess of $100 billion in insurance premiums on its platforms. Through its various SaaS-based software platforms, Ebix employs hundreds of insurance and technology professionals to provide products, support and consultancy to thousands of customers on six continents. For more information, visit the Company’s website at www.ebix.com
As used herein, the terms “Ebix,” “the Company,” “we,” “our” and “us” refer to Ebix, Inc., a Delaware corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only Ebix, Inc.
The information contained in this Press Release contains forward-looking statements and information within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. This information includes assumptions made by, and information currently available to management, including statements regarding future economic performance and financial condition, liquidity and capital resources, acceptance of the Company’s products by the market, and management’s plans and objectives. In addition, certain statements included in this and our future filings with the Securities and Exchange Commission (“SEC”), in press releases, and in oral and written statements made by us or with our approval, which are not statements of historical fact, are forward-looking statements. Words such as “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “seeks,” “plan,” “project,” “continue,” “predict,” “will,” “should,” and other words or expressions of similar meaning are intended by the Company to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are found at various places throughout this report and in the documents incorporated herein by reference. These statements are based on our current expectations about future events or results and information that is currently available to us, involve assumptions, risks, and uncertainties, and speak only as of the date on which such statements are made.
Our actual results may differ materially from those expressed or implied in these forward-looking statements. Factors that may cause such a difference, include, but are not limited to those discussed in our Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as: the risk of an unfavorable outcome of the pending governmental investigations or shareholder class action lawsuits, reputational harm caused by such investigations and lawsuits, the willingness of independent insurance agencies to outsource their computer and other processing needs to third parties; pricing and other competitive pressures and the Company’s ability to gain or maintain share of sales as a result of actions by competitors and others; changes in estimates in critical accounting judgments; changes in or failure to comply with laws and regulations, including accounting standards, taxation requirements (including tax rate changes, new tax laws and revised tax interpretations) in domestic or foreign jurisdictions; exchange rate fluctuations and other risks associated with investments and operations in foreign countries (particularly in Australia and India wherein we have significant operations); equity markets, including market disruptions and significant interest rate fluctuations, which may impede our access to, or increase the cost of, external financing; and international conflict, including terrorist acts.
Except as expressly required by the federal securities laws, the Company undertakes no obligation to update any such factors, or to publicly announce the results of, or changes to any of the forward-looking statements contained herein to reflect future events, developments, changed circumstances, or for any other reason.
Readers should carefully review the disclosures and the risk factors described in the documents we file from time to time with the SEC, including future reports on Forms 10-Q and 8-K, and any amendments thereto.