Cross Country Healthcare (CCRN) Proxy Filing summary

Executive summary

• A merger agreement was signed on December 3, 2024, for the acquisition of Cross Country by Aya, with Cross Country becoming a wholly-owned indirect subsidiary of Aya at $18.61 per share in cash, a 67% premium to the pre-announcement price.

• The board unanimously approved the merger, citing fairness and best interests for shareholders, and recommends voting in favor of the merger and related proposals.

• The special meeting for shareholder approval will be held virtually, with a majority vote required for the merger to proceed.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Failure to vote or provide instructions will count as a vote against the merger proposal.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged financial and legal advisors, and negotiated with multiple parties before selecting Aya's offer.

• The board considered the premium, certainty of cash consideration, and lack of superior proposals in its recommendation.