Premier (PINC) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger in which shareholders will receive $28.25 per share in cash, with the company becoming a wholly owned subsidiary of Premium Parent, LLC, an affiliate of Patient Square Capital.

• The board unanimously recommends approval, citing a 23.8% premium over the 60-day average share price and the certainty of all-cash consideration.

• The merger is not subject to a financing condition; committed equity and debt financing totaling approximately $2.8 billion is in place.

• If the merger is not consummated, the company will remain public, and termination fees may apply: $66.2 million by the company or $168.6 million by Parent under certain conditions.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) an advisory (non-binding) vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board established a transaction committee of independent directors to oversee negotiations and recommend the merger.

• The board and committee met extensively, considered strategic alternatives, and determined the merger maximizes shareholder value.

• The board and committee received fairness opinions from Goldman Sachs and BofA Securities.