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 to become a wholly-owned indirect subsidiary of Aya upon completion of the merger.

• Each share of Cross Country common stock will be converted into the right to receive $18.61 in cash, representing a 67% premium to the closing price on the last trading day before the merger announcement.

• The board of directors unanimously approved the merger, determined it to be fair and in the best interests of stockholders, and recommends voting in favor of the merger and related proposals.

• The special meeting of stockholders to vote on the merger is scheduled for February 28, 2025, with a record date of January 21, 2025.

Voting matters and shareholder proposals

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

• Approval of the merger requires the affirmative vote of holders of at least a majority of the outstanding shares.

• Stockholders who do not vote in favor may seek appraisal rights 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 proposal.

• The board considered the premium, certainty of value, and lack of financing condition as key factors in its recommendation.

• The board retained the right to consider superior proposals and to change its recommendation under certain circumstances, subject to a termination fee.