Christopher A. Holden, President and Chief Executive Officer of AmSurg Corp. (NASDAQ: AMSG), today announced that AmSurg and National Surgical Care (NSC) have signed a revised definitive agreement under which AmSurg will purchase substantially all of NSC's assets for $135 million in cash. If earnings from the purchased assets exceed specified targets for 2012, an additional payment of up to $7.5 million in cash will be made. The asset purchase is expected to be completed on or about September 1, 2011.
The assets to be purchased include 17 ambulatory surgery centers, 15 of which are multi-specialty centers and two of which specialize in gastroenterology procedures. One multi-specialty center will be held for potential sale within 90 days of the completion of the transaction to the center's physicians under a change of control provision in their existing partnership agreement. Excluding this center, the other 16 centers to be purchased produced revenue for the trailing 12 months ended June 30, 2011 of approximately $108 million and adjusted EBITDA of approximately $17 million.
As previously discussed, the acquisition is expected to be accretive to the Company's 2012 financial results and to its 2011 financial results, excluding transaction costs. For 2012, AmSurg's guidance is for a positive earnings impact in a range of $0.09 to $0.13 per diluted share. For 2011, AmSurg's guidance is for a positive earnings impact in a range of $0.02 to $0.03 per diluted share, excluding transaction costs for the second half of 2011 of approximately $0.12 per diluted share.
Commenting on the announcement, Mr. Holden said, "We are pleased to report this revised definitive agreement with NSC for a purchase that represents a compelling opportunity for AmSurg. In addition to being accretive to our financial results, the addition of large, high quality and well managed ASCs with outstanding center teams further diversifies our ASC portfolio, while substantially increasing our presence in the multi-specialty ASC market."