Cross Country Healthcare (CCRN) Proxy Filing summary

Executive summary

• Aya Holdings II Inc. will acquire Cross Country Healthcare, Inc. for $18.61 per share in cash, valuing the transaction at approximately $615 million, representing a 67% premium to the prior closing price.

• The merger will create a combined entity with expanded client service capabilities, broader clinical and non-clinical offerings, and enhanced technology-driven workforce solutions.

• Cross Country will become a wholly owned subsidiary of Aya, delist from NASDAQ, and operate as a private company; the transaction is expected to close in the first half of 2025, pending shareholder and regulatory approvals.

• The Cross Country Board unanimously approved the merger and recommends shareholder approval at a forthcoming special meeting.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the Merger Agreement at a special meeting; approval by a majority of outstanding shares is required.

• The Board recommends shareholders vote in favor of the merger.

• If the merger is completed, Cross Country shares will be delisted and deregistered.

Board of directors and corporate governance

• The Cross Country Board determined the merger is fair and in the best interests of shareholders, and has recommended approval.

• Post-merger, the directors and officers of the acquiring subsidiary will become the directors and officers of the surviving corporation.

• John A. Martins will continue as President and CEO of Cross Country after the merger.