GREAT RIVER, N.Y., Nov. 21 /PRNewswire/ -- The following letter is
being issued by Leviticus Partners, L.P. to the Special Committee of
Netsmart Technologies:
November 21, 2006
Special Committee of the Board of Directors
Netsmart Technologies
3500 Sunrise Highway
Great River, New York 11739
Dear Gentlemen/Madams,
We are dismayed that the Special Committee would endorse a sale of
Netsmart Technologies to management and its financiers at a price which we
believe to be wholly inadequate. The proposed transaction announced
yesterday at $16.50 per share denies the Company's shareholders the
opportunity to realize full value for their shares. Netsmart is a rapidly
growing company that has remained undiscovered due in part to a lack of
investor relations, resulting in an artificially depressed stock price.
Netsmart Technologies seems at quite the beginning of its growth.
Backlog is nearly $55million vs. $29million last year. Recurring revenues
are up dramatically. The contract with the North Carolina Health and Human
Services Dept. is a big one and has only just begun to kick in, with even
greater potential upon successful implementation. The AVATAR software
platform is highly regarded, has numerous applications in Electronic Health
Records, and is one of just a handful of platforms to be certified by the
CCHIT for ambulatory EHR. An accretive acquisition has just taken place,
and the Company remains in a strong financial position.
The proposed buyout price represents approximately 1.5x expected 2007
revenues vs. comparable company public valuations of 2.5 to 5x revenues or
more in your market space. One example is Per-Se Technology, a company with
problems that recently agreed to be purchased by McKesson for 2x revenues
(a multiple one-third larger than that for the transaction you have just
approved), despite $500million in debt and lower gross margins.
We own approximately 3% of the Company and cannot support a transaction
that we believe fails to deliver full value for shareholders. Having been
at the helm of Leviticus Partners L.P. and generated annualized returns to
investors of nearly 30% since 1994, we do understand the big picture. We
believe that Netsmart stock is worth considerably more than $16.50 in any
private transaction, and, based on its recent successes, appears to be on
its way to a mid $20s valuation as an independent publicly traded entity.
We are also disappointed that our attempts over the past few months to meet
with the Company were rebuffed. While we believe you are continuing to show
disdain for your shareholders, we do not have the same antipathy for the
Company's management. Management has done an excellent job building this
Company and has quietly positioned Netsmart to be a force in the ready to
explode arena of E-Health Records, and deserves to be paid well. They do
not deserve to be paid well, however, at the expense of shareholders. If
you cannot get the right price for the Company now, stay independent.
Adam M. Hutt
Leviticus Partners, L.P.
SOURCE Leviticus Partners, L.P.
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CONTACT: David Robbins of Bingham McCutchen, +1-213-680-6560, for Leviticus Partners, L.P.
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