Streamline Health acquired by MDaudit: fairness opinion by Cain Brothers
Deal terms
Implied value per share by method vs. $5.34 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Cain Brothers to the target board
Discounted cash flow assumptions
Present values as of May 31, 2025; subtracted net debt of approximately $14.2 million as of May 27, 2025 and divided by approximately 4.4 million fully diluted shares.
Selected public companies (6)
CareCloud, Inc. · Health Catalyst, Inc. · HealthStream Inc · Premier, Inc. · Spok Holdings, Inc · TruBridge, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue | 1.1x | — | 2.6x | 1.5x–2.0x | $2.90–$4.96 |
| EV / CY2025E Revenue | 1.1x | — | 2.5x | 1.5x–2.0x | $3.03–$5.12 |
Selected precedent transactions (11)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-05-06 | i3 Verticals Healthcare RCM Business | Infinx Inc | 2.5x EV / LTM Revenue |
| 2024-06-21 | Sharecare, Inc. | Altaris, LLC | 1.2x EV / LTM Revenue |
| 2024-08-07 | Xtend Inc | CorroHealth Inc | 3.0x EV / LTM Revenue |
| 2023-12-06 | Acclara | R1 RCM Inc. | 2.3x EV / LTM Revenue |
| 2023-09-06 | NextGen Healthcare, Inc. | Thoma Bravo | 2.6x EV / LTM Revenue |
| 2022-06-21 | Convey Health Solutions Holdings, Inc. | TPG Inc. | 3.1x EV / LTM Revenue |
| 2022-03-02 | Allscripts Hospitals & Physician Segment | N. Harris Computer Corp | 0.8x EV / LTM Revenue |
| 2022-03-01 | Healthcare Resource Group Inc | TruBridge, Inc. | 1.3x EV / LTM Revenue |
| 2021-08-16 | Avelead Consulting LLC | Streamline Health Solutions Inc. | 3.4x EV / LTM Revenue |
| 2020-11-23 | eMDs, Inc. | CompuGroup Medical SE & Co. KGaA | 2.5x EV / LTM Revenue |
| 2018-02-26 | Intermedix Holdings Inc. | R1 RCM Inc. | 2.4x EV / LTM Revenue |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue | 0.8x | — | 3.4x | 2.0x–2.5x | $4.96–$7.01 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Premiums Paid Analysis (last close premium) | For reference only: reviewed premiums in 155 all-cash transactions since May 27, 2015 involving U.S.-listed companies across all industries (excluding biotech and financial institutions) with implied enterprise value between $25 million and $250 million. Implied offer premium range of 22.2% to 63.7% applied to the $2.20 closing price on May 27, 2025. Merger Consideration of $5.34 represented a 142.7% premium to that closing price. | $2.69–$3.60 |
| Premiums Paid Analysis (180-day VWAP premium) | Premiums over targets' 180-day VWAP in the same 155 transactions implied a premium range of 13.6% to 60.9%, applied to the $2.20 closing price on May 27, 2025. Merger Consideration of $5.34 represented a 74.5% premium to Streamline's 180-day VWAP of $3.06. | $3.48–$4.93 |
Engagement letter dated November 5, 2024, as amended; aggregate fee approximately $1,750,000, of which $750,000 was earned upon delivery of the oral opinion and payable upon the earlier of Closing and termination of the Merger Agreement, and $1,000,000 payable upon closing. Expense reimbursement and indemnification also agreed. KeyBanc Capital Markets and/or an affiliate could participate in the financing of the Merger.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $18.4M | $20.0M | $22.6M | $25.9M | $29.2M | 12.2% |
| Revenue growth | 2.8% | 8.7% | 13.0% | 14.6% | 12.7% | |
| EBITDA | $-0.5M | $0.5M | $2.2M | $4.3M | $6.6M | — |
| EBITDA growth | — | — | 340.0% | 95.5% | 53.5% | |
| EBITDA margin | -3% | 3% | 10% | 17% | 23% | |
| Implied EV / EBITDA | — | 74.8x | 17.0x | 8.7x | 5.7x |
Year-1 growth is against LTM at announcement ($17.9M revenue, $-1.3M EBITDA); later years are year over year.
Management prepared two sets of projections: the May 2025 Forecast (fiscal 2025-2034, standalone basis), which the Board directed Cain Brothers to use for its analyses, and the February 2025 Forecast (fiscal 2024-2028), included in the CIP for bidders and not relied on by Cain Brothers. The May 2025 Forecast projects total revenue of $18.4 million in 2025E growing to $36.3 million in 2034E, Adjusted EBITDA of ($0.5) million in 2025E rising to $9.25 million in 2034E, and unlevered free cash flow of ($1.4) million in 2025E rising to $8.9 million in 2034E. The February 2025 Forecast (assuming operation as part of a larger corporation with public company costs eliminated) shows revenue of $17.8 million in 2024E growing to $33.4 million in 2028E and Adjusted EBITDA of $0.9 million rising to $10.4 million.
Process notes
Other Digital / HealthTech fairness opinions
- iCAD / RadNet 2025
- Accolade / Transcarent 2025 · 35.5x EV/EBITDA
- Simulations Plus / Altaris 2026 · 16.7x EV/EBITDA
- TruBridge / Inventurus Knowledge Solutions Health 2026 · 8.1x EV/EBITDA
- Forian / Management-Led Consortium 2026 · 85.0x EV/EBITDA
- Talkspace / Universal Health Services 2026 · 23.9x EV/EBITDA
All Digital / HealthTech opinions → · Cain Brothers opinions