Premier completes strategic review process, authorizes $1B buyback

Premier “announced that the Company’s Board of Directors has concluded its exploration of strategic alternatives. As previously announced in May 2023, the Board established an Independent Special Committee to identify, review and explore strategic alternatives to enhance value for stockholders. In consultation with its financial and legal advisors, the Special Committee conducted a comprehensive review of a broad range of potential options, providing its recommendations to the full Board for approval. In July 2023, the Board approved Premier’s divestiture of its non-healthcare group purchasing organization operations to unlock substantial value for Premier’s stockholders and enhance the Company’s focus on its healthcare businesses. The Board and management team considered opportunities for deploying the Company’s capital resources, including accelerating returns to stockholders. Based on this review, the Board has approved a new $1.0 billion share repurchase authorization. Repurchases of Premier’s Class A common stock under the share repurchase authorization may occur from time to time through June 30, 2025, in open market purchases, privately negotiated transactions, accelerated or other structured repurchase programs or other means, subject to compliance with applicable securities laws and other legal requirements. Under the share repurchase authorization, the Company has entered into an accelerated share repurchase agreement with Bank of America to repurchase an aggregate of $400 million of common stock. Under the terms of the ASR transaction, the Company will make a payment totaling $400 million to Bank of America, and by February 9, 2024, will receive from Bank of America initial deliveries of approximately $320 million in common stock based on the closing price on February 7, 2024. The final settlement of the ASR transaction is expected to be completed in the first quarter of the Company’s 2025 fiscal year. The timing, volume and manner of other repurchases, if any, will be determined based on market conditions, the market price of the common stock, applicable legal requirements, potential alternative opportunities for investment of capital and other factors. The authorization as approved by the Board does not require Premier to repurchase any specific number of shares of common stock and may be modified, suspended or discontinued at any time without notice. Premier expects to fund repurchases under the program using cash on hand and available borrowings under the Company’s existing credit facility.”