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Apollo Medical, Network Medical to combine in stock-for-stock deal

Apollo Medical Holdings Inc. will combine with Network Medical Management Inc., a healthcare management services organization, in a stock-for-stock merger transaction.

The combined organization will continue as Apollo Medical Holdings and will be headed by co-CEOs Thomas Lam and Warren Hosseinion. Lam is current CEO of Network Medical, while Hosseinion is the CEO of Apollo Medical.

Kenneth Sim, who currently serves as chairman of Network Medical, will be executive chairman of Apollo Medical. Gary Augusta, current executive chairman of Apollo Medical, will be president; Mihir Shah will remain CFO; and Hing Ang, current CFO of Network Medical, will be the COO. Adrian Vazquez and Albert Young will serve as co-chief medical officers.

The board of the combined company will comprise nine directors, five appointees from Network Medical and four appointees from Apollo Medical.

Under the merger agreement approved by the boards of both companies, Network Medical shareholders will own 82% and Apollo Medical shareholders will own 18% of issued and outstanding shares at closing.

Network Medical has agreed to relinquish its redemption rights relating to preferred stock it owns in Apollo Medical.

The deal is expected to close in the first half of 2017, subject to antitrust regulatory clearance and other closing conditions, as well as approval by shareholders of both companies.

BofA Merrill Lynch is acting as the exclusive financial adviser and McDermott Will & Emery is serving as legal counsel for Apollo Medical. Vantage Point Advisors is acting as the exclusive financial adviser and the Law Offices of Tin Kin Lee served as legal counsel for Network Medical.