CCRN stock should trade close to the $13.25 deal price with a slight discount reflecting execution risk (shareholder vote, HSR clearance). The HSR waiting period expires June 22, 2026; any second request would push close-out to at least January 2027. Monitor for shareholder litigation seeking to challenge deal terms or disclosure. If a superior bid emerges before the special meeting, the $14.2M termination fee provides a floor but does not preclude a higher offer. Arbitrageurs should size positions relative to deal timeline and regulatory risk, noting no financing condition reduces downside.
Price Chart
Executive Summary
Cross Country Healthcare (CCRN) filed a preliminary proxy statement (PREM14A) seeking shareholder approval for its acquisition by Knox Lane's affiliate for $13.25 per share in cash, valuing the company at approximately $437 million. The all-cash deal represents a ~31% premium to the unaffected closing price and is unanimously recommended by the board. A special shareholder meeting is required to vote on the merger, with closing expected in Q3 2026 subject to shareholder approval, HSR clearance, and other customary conditions.
Key Financial Metrics
Key Facts
- All-cash merger consideration of $13.25 per share from Knox Lane
- Total enterprise value of approximately $437 million based on 33M fully diluted shares
- ~31% premium to May 6, 2026 closing price of $10.11; ~45% premium to 90-day VWAP
- Unanimous board recommendation; BofA Securities fairness opinion obtained
- Special meeting required; majority of outstanding shares must vote in favor
- HSR filings made May 20, 2026; waiting period expires June 22, 2026 unless extended
- Merger is not subject to a financing condition; Equity Commitment Letter in place
- Termination fee of ~$14.2M payable by either party under certain circumstances
- Deal expected to close in Q3 2026 with automatic extensions to April 2027 if regulatory delays occur
- No competing offers emerged during a pre-signing market check involving multiple strategic and financial parties
Financial Impact
$437M total enterprise value; $13.25 per share all-cash consideration; 31% premium to closing price
Risk Factors
- Shareholder rejection if institutional holders dissent on price
- HSR second request extending timeline beyond Q3 2026
- Shareholder litigation seeking to enjoin or delay the merger
- Termination by board for a superior proposal (subject to $14.2M fee)
- Post-signing material adverse change in CCRN's business affecting close conditions
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| PREM14A Filing (Primary) | 0001140361-26-023880 |
| Document: ny20073866x1_ex107.htm | 0001140361-26-023880 |
| Document: 0001140361-26-023880-index-headers.html | 0001140361-26-023880 |
| Document: 0001140361-26-023880-index.html | 0001140361-26-023880 |
| Document: 0001140361-26-023880.txt | 0001140361-26-023880 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 6, 2026 16w ago | 425 | $13.20 | awaiting T+20 | — | — |
Jul 6, 2026 16w ago | 8-K | $13.20 | awaiting T+20 | — | — |
Jun 15, 2026 19w ago | DEFM14A | $13.18 $13.22 | ▲ +0.30% | ▲ +0.10% | — |
Jun 3, 2026 20w ago | PREM14A | $13.19 $13.20 | ▲ +0.08% | ▲ +1.45% | — |
May 7, 2026 24w ago | DEFA14A | $13.18 $13.18 | · 0.00% | ▼ −0.02% | — |
May 7, 2026 24w ago | DEFA14A | $13.18 $13.18 | · 0.00% | ▼ −0.02% | — |
May 7, 2026 24w ago | 8-K | $13.18 $13.18 | · 0.00% | ▼ −0.02% | — |
May 7, 2026 24w ago | 8-K | $13.09 $13.12 | ▲ +0.23% | ▼ −2.91% | — |
Apr 17, 2026 27w ago | 8-K | $9.96 $13.10 | ▲ +31.53% | ▲ +27.32% | — |
Mar 4, 2026 33w ago | 8-K | $9.89 $9.18 | ▲ +7.18% | ▲ +3.39% | — |
US Market Status
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