Fairness opinionsDigital / HealthTech2018

Cotiviti acquired by Verscend Technologies: fairness opinion

Announced June 19, 2018 · Merger · DEFM14A filed July 23, 2018
Digital / HealthTech Payer Solutions Filing detail pending
Enterprise value
$4.9B
EV / LTM EBITDA
16.3x
EBITDA $301M · 41% margin
EV / LTM revenue
6.61x
revenue $741M
DCF discount rate
8.5%

Deal terms

Consideration
Price per share
Premium
Premium basis
StructureMerger
Termination fee
Reverse termination fee
Go-shopNone
Outside date
3,000+ healthcare deal-level valuation multiples
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Management projections

Projection yearYear 1Year 2Year 3Year 4CAGR
Revenue$817M$896M$996M$1.1B10.7%
Revenue growth10.3%9.7%11.2%11.2%
EBITDA$330M$382M$439M$502M15.0%
EBITDA growth9.6%15.8%14.9%14.4%
EBITDA margin40%43%44%45%
Implied EV / EBITDA14.8x12.8x11.2x9.8x

Year-1 growth is against LTM at announcement ($741M revenue, $301M EBITDA); later years are year over year.

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