Aya Healthcare is set to acquire Cross Country Healthcare in a $615 million all-cash transaction, offering a 67% premium per share. This strategic move will integrate Cross Country’s 40-year expertise with Aya’s market-leading technology and workforce solutions, expanding services across healthcare settings and enhancing client capabilities. The merger aims to deliver high-quality patient outcomes, broaden clinician opportunities, and optimize healthcare labor solutions, benefiting all stakeholders.

• Cross Country stockholders to receive $18.61 per share


• Expands Aya’s client service and delivery capabilities with Cross Country’s nearly 40-year history of clinical excellence and quality patient care


• Provides clinicians with greater flexibility and convenience by tapping into the combined pool of nationwide opportunities, with competitive compensation and a world-class experience


• Creates immediate stockholder value for Cross Country, through a nearly 67 percent premium

SAN DIEGO & BOCA RATON, Fla.--Aya Healthcare and Cross Country Healthcare today announced that they have entered into a definitive agreement whereby Aya will acquire Cross Country for $18.61 per share in cash in a transaction valued at approximately $615 million. The all-cash transaction represents a premium of 67 percent to Cross Country’s closing price on December 3, 2024, and a premium of 68 percent to the volume-weighted average trading price for the 30-day trading period ended December 3, 2024.

Aya and Cross Country offer complementary, tech-enabled workforce solutions across the continuum of care. The proposed combination will diversify Aya’s coverage to include Cross Country’s clinical services in non-clinical settings, including schools and homes, in addition to travel nursing and allied health, per diem, permanent staff hiring, interim leadership, locum tenens and non-clinical professionals in all 50 states. Clients will benefit by leveraging the full suite of market-leading technology, including a seamless solution for vendor management, float pool technology, provider services and predictive analytics. From best-in-class service and insights, to solving complex staffing challenges, together, Cross Country and Aya will help clients reduce the cost of care and deliver high clinical outcomes for patients. Employees of both companies will benefit from shared best practices, with great opportunities for their personal growth.

“We are excited to join forces with Cross Country and, together, bring more innovative solutions and exceptional service across the industry,” said Alan Braynin, president and Chief Executive Officer of Aya. “By combining our strengths, resources and unwavering commitment to delivering best-in-class talent solutions, we are uniquely positioned to offer enhanced value to our healthcare systems, schools, clinicians and non-clinical professionals. Aya and Cross Country will operate as separate brands, supporting each other’s clients with increased access to candidates while expanding assignment opportunities for clinicians.”

“Aya shares our mission of connecting people and jobs through intuitive technologies and innovative solutions that enable healthcare professionals and organizations to achieve their goals, ensuring clinical excellence and exceptional patient care come first,” said John A. Martins, President and Chief Executive Officer of Cross Country. “This compelling all-cash transaction will deliver significant and immediate value to our stockholders. Importantly, it will also enhance and expand services and solutions for our clients, provide a wider array of opportunities and efficiencies for our healthcare clinicians and create new opportunities for our employees as part of an industry leader with a complementary footprint and offering.”

Kevin C. Clark, Co-Founder and Chairman of Cross Country said, “When we founded Cross Country in 1986, we set out to create a company that could change lives for the better. Over nearly four decades, we have solved complex staffing challenges for customers, while providing high-quality outcomes and exceptional patient care. In this next chapter with Aya, I am confident that the combined company will be even better positioned to achieve these goals long into the future.”

Following completion of the transaction, and to ensure a seamless transition, Mr. Martins will continue to serve as President and Chief Executive Officer of Cross Country, driving the next phase of growth and innovation for Cross Country as part of Aya.

Transaction Timing, Details and Approval

Completion of the transaction is expected in the first half of 2025, subject to the approval of Cross Country stockholders and the satisfaction of other customary closing conditions, including regulatory approvals. The transaction is not subject to a financing condition.

The Cross Country Board of Directors unanimously approved the Merger Agreement and intends to recommend that Cross Country stockholders vote in favor of it at a Special Meeting of Stockholders, to be scheduled as soon as practicable.

Upon completion of the transaction, Cross Country will become a private company and its common stock will no longer trade on the NASDAQ. Aya expects to maintain a significant presence in Boca Raton, FL.

Advisors

Procopio, Cory, Hargreaves & Savitch LLP is serving as legal advisor to Aya Healthcare. BofA Securities, Inc. is serving as financial advisor and Davis Polk & Wardwell LLP is serving as legal advisor to Cross Country Healthcare.

About Aya Healthcare

Aya Healthcare is the largest healthcare talent software and staffing company in the United States. Aya operates the world’s largest digital staffing platform delivering every component of healthcare-focused labor services, including travel nursing and allied health, per diem, permanent staff hiring, interim leadership, locum tenens and non-clinical professionals. Aya’s AI-enabled software solutions, which include vendor management, float pool technology, provider solutions and predictive analytics, combined with its digital talent marketplaces, provide hospital systems greater efficiencies, superior operating results and reduced labor costs. While technology drives efficiency and scale, Aya’s 4,500+ global employees power the company to deliver unparalleled accountability and exceptional experiences for clients and clinicians. Aya’s company culture is rooted in giving back and supports organizations around food security, education, healthcare, safe shelter and equity. To learn more about Aya Healthcare, visit www.ayahealthcare.com.

About Cross Country Healthcare

Cross Country Healthcare, Inc. is a market-leading, tech-enabled workforce solutions and advisory firm with 38 years of industry experience and insight. We help clients tackle complex labor-related challenges and achieve high-quality outcomes, while reducing complexity and improving visibility through data-driven insights. Diversity, equality, and inclusion is at the heart of the organization’s overall corporate social responsibility program, and closely aligned with our core values to create a better future for its people, communities, and its stockholders.

Copies of this and other press releases, as well as additional information about Cross Country Healthcare, can be accessed online at ir.crosscountry.com. Stockholders and prospective investors can also register to automatically receive Cross Country Healthcare’s press releases, filings with the Securities and Exchange Commission (SEC), and other notices by e-mail.

Important Information and Where to Find It

This communication relates to a proposed transaction between Cross Country Healthcare, Inc. (“Cross Country”) and Aya Healthcare, Inc. (“Aya”) and certain wholly owned subsidiaries of Aya. In connection with this proposed transaction, Cross Country will file a proxy statement on Schedule 14A or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that Cross Country may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF CROSS COUNTRY ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement, when available, will be mailed to stockholders of Cross Country as applicable. Investors and security holders will be able to obtain free copies of these documents, when available, and other documents filed with the SEC by Cross Country through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Cross Country will be available free of charge on Cross Country’s internet website at https://ir.crosscountryhealthcare.com/ or by contacting Cross Country’s primary investor relations contact by email at jvogel@crosscountry.com or by phone at 561-237-8310.