HMS Holdings Corp. (NASDAQ:HMSY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On March 10, 2017, HMS Holdings Corp. (the Company), entered into
an Agreement and Plan of Merger (the Merger Agreement) to acquire
Eliza Holding Corp. (Eliza), a Delaware corporation, for cash in
the amount of $170.0 million, subject to adjustments for working
capital, cash, transaction expenses, and indebtedness.

The Merger Agreement was entered into by and among the Company,
Echo Acquisition Sub, Inc., a Delaware corporation and an
indirect wholly owned subsidiary of the Company (the Merger Sub),
Eliza, and Parthenon Investors III, L.P., a Delaware limited
partnership, solely in its capacity as the representative for
equityholders of Eliza. Under the terms of the Merger Agreement,
the Merger Sub will merge with and into Eliza (the Merger) and
Eliza will continue as the surviving corporation and become an
indirect wholly owned subsidiary of the Company.

The completion of the Merger is subject to satisfaction of
certain conditions, including, among others, (i) the absence of
any law or governmental action or orders preventing consummation
of the transactions contemplated by the Merger Agreement or
declaring such transactions unlawful or causing such transactions
to be rescinded; (ii) the expiration or termination of the
waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended; (iii) subject to certain
materiality thresholds, the representations and warranties made
by the Company, the Merger Sub and Eliza, respectively, being
true and correct; (iv) Eliza stockholder approval of the Merger
and the transactions contemplated by the Merger Agreement; (v)
the Company and Eliza being in compliance in all material
respects with their Merger Agreement obligations; and (vi)
absence of any material adverse effect with respect to Eliza’s
business.

The Merger Agreement contains customary representations,
warranties and covenants, including, among others, covenants
providing for the parties to use their respective reasonable best
efforts to obtain required regulatory approvals and for Eliza to
conduct its business in the ordinary course during the period
between the execution of the Merger Agreement and the closing of
the Merger. The Merger Agreement contains indemnification
provisions that are subject to specified limitations, including
recourse to a representation and warranty insurance policy for
certain losses.

The Company and Eliza may terminate the Merger Agreement upon
mutual written agreement, or either party may terminate the
Merger Agreement: (i) if the Merger or the related transactions
are enjoined or illegal; (ii) if the closing has not occurred
within 45 calendar days following the date of the Merger
Agreement; or (iii) if the other party breaches any
representation or covenant (subject to qualifications including
with respect to materiality and a cure right). In addition, Eliza
may terminate the Merger Agreement if all outstanding conditions
to the parties’ obligations to consummate the Merger and the
related transactions have been satisfied or waived and Eliza has
notified the Company that Eliza is ready, willing and able to
consummate the Merger and the related transactions and the
Company fails to complete the closing within two business days of
the delivery of such notification.

The acquisition is expected to be funded through cash on hand and
borrowings under the Companys credit facility.

Item 7.01. Regulation FD Disclosure.

On March 13, 2017, the Company issued a press release announcing
the signing of the Merger Agreement, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1
attached hereto, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section, and shall not
be incorporated by reference into any Company filing under the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except as shall be expressly set forth
by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About HMS Holdings Corp. (NASDAQ:HMSY)

HMS Holdings Corp. is a holding company. The Company, through its subsidiaries, operates in the United States healthcare insurance benefit cost containment marketplace. It provides coordination of benefits services to government, and private healthcare payers and sponsors. Its payment integrity services ensure that healthcare claims billed are accurate and appropriate. It offers services to state Medicaid agencies, government health agencies and health plans, including Medicaid managed care, Medicare Advantage and group and individual health lines of business; government and private employers; and other healthcare payers and sponsors, including child support agencies. It serves approximately 45 state Medicaid programs and the District of Columbia, and government health agencies, including Centers for Medicare & Medicaid Services (CMS) and the Veterans Health Administration (VHA). It also provides services to approximately 250 health plans and supports their multiple lines of business.

HMS Holdings Corp. (NASDAQ:HMSY) Recent Trading Information

HMS Holdings Corp. (NASDAQ:HMSY) closed its last trading session down -0.21 at 18.08 with 228,620 shares trading hands.