Premier, Inc. (NasdaqGS:PINC) (?Premier? or the ?Company?) 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 (the ?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 (GPO) operations to unlock substantial value for Premier?s stockholders and enhance the Company?s focus on its healthcare businesses. Share Repurchase Authorization and ASR Transaction: 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 (?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 (the ?ASR transaction?).

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. ?Premier is a true industry leader, built on a strong core business rooted in supply chain expertise and a world-class, AI-enabled technology platform that provides members with actionable intelligence for continuous improvement in cost, quality and operational efficiencies,?

said Richard J. Statuto, Chairman of the Board. ?We remain confident in our business, operating strategy and the value-creation opportunities ahead. The Board and management team are committed to maintaining a disciplined approach to capital allocation, and Premier?s balance sheet provides ample flexibility to return capital to stockholders while also investing in the Company?s growth.

The ASR transaction and ability to pursue additional opportunistic share repurchases demonstrate the Board?s conviction in Premier?s prospects and underscore our commitment to delivering superior returns for stockholders.? Potential Partners to Take Ownership of Some or All of Premier?s Holdings in Contigo Health and S2S Global: As part of its review process, the Board, in consultation with management, also authorized the Company to seek partners for some or all of Premier?s holdings in Contigo Health, a subsidiary focused on providing comprehensive services that optimize employee health benefits; and S2S Global, a direct sourcing subsidiary. ?After a thorough review of alternatives, we are excited to move forward with a more focused strategy predicated on automating and streamlining all aspects of the supply chain and leveraging our unique data, technologies and AI capabilities to support provider performance improvement and growth in certain adjacent markets,?

said Michael J. Alkire, Premier?s President and Chief Executive Officer. ?Against the backdrop of shifting industry dynamics ? including a growing healthcare labor shortage, aging population and ongoing supply chain challenges ?

Premier?s solutions are more relevant and in demand than ever before. While we are sharpening our focus on our capabilities to best serve our members and other customers, we intend to find the right partners for our Contigo and S2S businesses to help take them to new heights. We are confident this is the right path forward to drive profitable growth and sustainable value creation for Premier, our stockholders, members and other stakeholders?.