Business Combinations

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Business Combinations

Business Combinations

On June 15, 2016, the Company entered into a definitive merger agreement with Envision Healthcare Holdings, Inc. (Envision). Pursuant to the merger agreement, the Company will change its state of incorporation from Tennessee to Delaware by merging the Company with and into New Amethyst Corp. (New Amethyst), a Delaware corporation and a wholly-owned subsidiary of the Company, with New Amethyst as the surviving corporation. Shareholders of the Company will receive one share of New Amethyst common stock for each share of Company common stock owned and one share of New Amethyst mandatory convertible preferred stock for each share of Company mandatory convertible preferred stock owned. Following the merger of the Company and New Amethyst, Envision will merge with and into New Amethyst, with New Amethyst being the surviving corporation.

If the merger is completed, Envision stockholders will receive 0.334 shares of New Amethyst common stock for each share of Envision common stock owned (the Exchange Ratio). The Exchange Ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing. Upon completion of the merger, former Envision stockholders will own approximately 53% of the then outstanding New Amethyst common stock (on a fully diluted basis, including preferred shares). The value of the merger consideration to be received will fluctuate with the market value of Company common stock until the merger is completed. The merger is currently expected to be completed in the fourth quarter of 2016 and is subject to customary closing conditions, including approval from the common shareholders of both AmSurg and Envision. Upon completion of the merger, New Amethyst will change its name to “Envision Healthcare Corporation.”