Cross Country Healthcare, Inc., a leading healthcare staffing and services company announced the termination of its merger agreement with Aya Holdings II Inc., Spark Merger Sub One Inc., and Aya Healthcare, Inc. Under the terms of the termination, Aya Healthcare is required to pay Cross Country Healthcare a $20 million termination fee.
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The proposed merger had been subject to a number of closing conditions, including a review by the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act. Both companies received a request for additional information from the FTC on February 20, 2025, commonly referred to as a Second Request. Cross Country Healthcare and Aya Healthcare certified compliance with the Second Request on August 29, 2025. The FTC initially set the Hart-Scott-Rodino waiting period to expire on November 17, 2025, and the merger agreement’s end date was extended from September 3, 2025, to December 3, 2025. However, a 43-day government shutdown caused a day-for-day extension of the waiting period, pushing the FTC review to December 30, 2025, beyond the December 3 termination date of the merger agreement.
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Cross Country Healthcare made extensive efforts to shorten the review process with the FTC but was unable to reach a resolution. Despite the company’s commitment to completing the merger, discussions with Aya Healthcare to amend and extend the agreement beyond the December 3 deadline were unsuccessful. Aya Healthcare ultimately cited the uncertainty, time demands, and potential FTC challenge as reasons for ending the transaction effective December 4, 2025.
John A. Martins, President and CEO of Cross Country Healthcare, expressed confidence in the company’s future, saying that while the outcome was not as planned, the organization remains well-positioned to execute its strategic objectives and drive growth. Martins emphasized the company’s operational resilience, broad diversification across healthcare services, and focus on long-term shareholder value. He highlighted that the company is financially strong, tech-savvy, and AI-driven, with a strong cash position and no debt. Martins also noted that the company has the authority under its current stock repurchase program to buy back up to $40 million of its shares in the open market or through private transactions and intends to begin repurchases immediately, depending on market conditions. In 2026, Cross Country Healthcare will celebrate 40 years of leadership and clinical excellence in the healthcare industry.
Martins praised the company’s team for their dedication throughout the extensive FTC review process. He stated that their persistence and professionalism have strengthened the company’s momentum. With clarity on its independent path, Cross Country Healthcare is energized to continue advancing innovation, improving efficiency, and pursuing growth opportunities in the healthcare sector. Martins concluded that the company is ready to move forward confidently, leveraging its experience, resources, and technology to deliver value for patients, clients, and shareholders.
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