Fortive Corporation ("Fortive") (NYSE: FTV) announced today that it has entered into a definitive agreement with Clearlake Capital Group, L.P. to acquire Provation Software, Inc. (“Provation”), a leading provider of clinical workflow software solutions used in hospitals and ASCs, for $1.425 billion. The acquisition is subject to customary closing conditions and regulatory approvals and is expected to close by the end of the year.
Founded in 1994, Provation delivers innovative solutions to enhance clinical productivity, care coordination, and reporting and billing accuracy in order to consistently deliver high-quality patient care. Provation currently serves more than 5,000 customers and is expected to have 2021 revenues of approximately $110 million. Provation’s comprehensive portfolio serves gastroenterology and other clinical specialties with solutions that span the entire patient procedure, from pre-op through post-op recovery and follow-up, enhancing physician efficiency and effectiveness.
James A. Lico, President and Chief Executive Officer of Fortive, stated: “We are extremely excited to announce the pending addition of Provation to the Fortive team. Provation is a best-in-class healthcare software provider, delivering safe, efficient and scalable procedure documentation and clinical decision support solutions to thousands of health systems, hospitals and ASCs. This acquisition will bring extensive software development expertise and innovation capabilities to the AHS segment, significantly accelerating our segment strategy to provide critical workflow solutions for hospitals and ASCs. Adding Provation’s software offering and broad customer coverage to existing positions at ASP and Censis will broaden our growth opportunities across the segment.”
Daniel Hamburger, CEO of Provation, stated: “For more than 25 years, Provation has been a market leader in procedure documentation software, ensuring enhanced patient outcomes during their most critical moments. Today we start an exciting new chapter and look forward to joining the Fortive team, furthering our vision to be the global leader in innovative healthcare quality and productivity. Joining Fortive will help us accelerate our expansion into new acute care specialties, while allowing us to harness the power of the Fortive Business System to better serve our healthcare customers with innovative digital offerings and industry-leading productivity solutions that clinicians can trust.”
Fortive expects to finance the acquisition with short-term debt and available cash, and estimates the acquisition will be accretive to adjusted diluted net earnings per share by greater than $0.08 in fiscal 2022.
Presentation materials are available on the Fortive Investor Relations website at www.fortive.com, under “Events/Presentations.”
Evercore served as financial advisor and Kirkland & Ellis LLP served as legal counsel to Fortive. Credit Suisse and William Blair served as financial advisor and Sidley Austin LLP served as legal counsel to Provation. Jefferies served as financial advisor to Clearlake.
Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Fortive’s strategic segments - Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions - include well-known brands with leading positions in their markets. The company’s businesses design, develop, service, manufacture, and market professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. Fortive is headquartered in Everett, Washington and employs a team of more than 18,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.
NON-GAAP FINANCIAL MEASURES
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this release also references a forward-looking outlook on “adjusted diluted net earnings per share (Adjusted EPS),” which is a non-GAAP financial measure. We have not reconciled such forward-looking outlook on adjusted diluted net earnings per share because any corresponding GAAP measure and the reconciliations thereto would require us to make estimates or assumptions about unidentified and unknown future acquisitions and similar adjustments during the relevant period. The non-GAAP financial measures should not be considered in isolation or as a substitute for the GAAP financial measures, but should instead be read in conjunction with the GAAP financial measures. The non-GAAP financial measure used by Fortive in this release may be different from similarly-titled non-GAAP measure used by other companies.
Statements in this release that are not strictly historical, including statements regarding the proposed acquisition, the anticipated timing and terms of the acquisition, future product solutions, future financial and operational impact or results of the acquisition, the anticipated financial performance for Fortive or Provation, the anticipated prospects of Provation or the industry following the acquisition, anticipated return on investment, future growth opportunities following the acquisition, future synergy, financing and any other statements regarding events or developments that Fortive expects or anticipates will or may occur in the future, are “forward-looking” statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: the duration and impact of the COVID-19 pandemic, deterioration of or instability in the economy, the markets we serve, supply chain or the financial markets, changes in trade relations with China or other international trade relations or policies, contractions or lower growth rates and cyclicality of markets we serve, competition, changes in industry standards and governmental regulations, our ability to recruit and retain key employees, our ability to successfully identify, consummate, integrate and realize the anticipated value of appropriate acquisitions and successfully complete divestitures and other dispositions, our ability to develop and successfully market new products, software, and services and expand into new markets, the potential for improper conduct by our employees, agents or business partners, contingent liabilities relating to acquisitions and divestitures, impact of the phase out of LIBOR, impact of changes to tax laws, our compliance with applicable laws and regulations and changes in applicable laws and regulations, risks relating to international economic, political, legal, compliance and business factors, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, the impact of our debt obligations on our operations, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, our ability to adequately protect our intellectual property rights, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, security breaches or other disruptions of our information technology systems, adverse effects of restructuring activities, risk related to tax treatment of our separation of Vontier, impact of our indemnification obligation to Vontier, impact of changes to U.S. GAAP, labor matters, and disruptions relating to man-made and natural disasters. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date of this release, and Fortive does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
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