CD&R affiliate to acquire EMSC

Emergency Medical Services Corporation (NYSE:EMS) ("EMSC" or "the Company") and Clayton, Dubilier & Rice, LLC (CD&R) announced today a definitive merger agreement under which an affiliate of CD&R formed to complete the merger will acquire EMSC. Under the terms of the agreement EMSC stockholders would receive, at the closing of the transaction, $64.00 in cash for each share of EMSC Class A common stock and Class B common stock and each LP Exchangeable Unit.

“The Company is poised for continued strong growth due to its leading market position, operational effectiveness and the value it brings to its customer base.”

The EMSC Board of Directors has unanimously approved the terms of the definitive merger agreement and has recommended that EMSC stockholders approve the transaction. Onex Corporation and its affiliates, the holders of the Company's LP Exchangeable Units, have sufficient voting power to approve the merger, and have agreed to vote in favor of adoption of the merger agreement.

Emergency Medical Services Corporation (EMSC) is a leading provider of emergency medical services in the United States. EMSC operates two business segments: American Medical Response, Inc. (AMR), the Company's healthcare transportation services segment, and EmCare Holdings Inc. (EmCare), the Company's outsourced facility-based physician services segment. AMR is the leading provider of ambulance services in the United States. EmCare is a leading provider of outsourced physician services to healthcare facilities. In 2010, EMSC provided services in more than 2,200 communities and 14 million patient encounters nationwide.

William A. Sanger, EMSC Chairman and Chief Executive Officer, said, "Our partnership with Onex over the past six years has enabled us to build a world-class healthcare company. In the next stage of our evolution, EMSC's agreement with CD&R and the transition to a privately-held company will greatly enhance our flexibility and growth opportunities in the future. We are pleased that with this transaction, we are able to maximize stockholder return while— with our new global equity partner— further positioning EMSC to play a significant role in delivering quality, cost-effective care for our patients in the era of healthcare reform."

"EMSC is an exceptionally high quality and successful company with an outstanding management team and world-class workforce led by Bill Sanger," said Richard J. Schnall, a partner at CD&R. "The Company is poised for continued strong growth due to its leading market position, operational effectiveness and the value it brings to its customer base."

In recent years, the Company has benefited from strong market trends driven by the aging population, primary care physician shortages and increased outsourcing of health services. The Company today enjoys broad revenue and geographic diversification across the U.S. and a highly stable customer base.

"EMSC has demonstrated the ability to consistently provide superior patient care and service which is demonstrated by its long-term customer relationships," said CD&R partner Kenneth A. Giuriceo. "We look forward to working with the management team to enhance the Company's competitive advantages and build long-term value for its customers, employees and investors."

The transaction is expected to close in the second quarter, subject to customary closing conditions, including regulatory approvals and approval by the Company's stockholders. Upon completion of the transaction, EMSC will become a privately held company, and its common stock will no longer be traded on the NYSE.

CD&R has obtained committed financing from Barclays Capital, Deutsche Bank Securities Inc., BofA Merrill Lynch, affiliates of Morgan Stanley, RBC Capital Markets and UBS Investment Bank. These funds, in addition to equity financing from CD&R, will be sufficient to finance the cash consideration to EMSC stockholders and the holders of LP Exchangeable Units.

Goldman, Sachs & Co. and BofA Merrill Lynch acted as financial advisors to EMSC. Kaye Scholer LLP is advising EMSC on legal matters in connection with the transaction. Barclays Capital, Deutsche Bank Securities Inc., Morgan Stanley & Co., RBC Capital Markets and UBS Investment Bank acted as financial advisors, and Debevoise & Plimpton LLP acted as legal advisor to CD&R.

EMSC Quarterly Earnings Announcement

The Company noted that with the proposed transaction, it will not be issuing an earnings release and will not host a conference call to discuss results for the fourth quarter of 2010. The Company expects to file its 2010 Annual Report on Form 10-K later in the month.