NEW YORK—The Guardian Life Insurance Company of America, a leader in employee benefits and one of the largest dental insurers in the country, has entered into a definitive agreement to acquire Avesis Incorporated (Avesis, OTC:AVSS), a leading government contract vision, dental and hearing provider. Avēsis is based in Owings Mills, Md. with an operational center in Phoenix, Ariz. and has 440 employees.

Chris Swanker, currently Guardian’s vice president of group and worksite markets, will assume the role of chief executive officer of Avesis upon completion of the acquisition. Alan Cohn, Avesis’ current chief executive officer, will remain with Avesis as a business development and strategy consultant.

Avesis is one of the leading administrators for vision, dental and hearing benefits for government and commercial programs with three million members administered under Medicaid, CHIP and Medicare Advantage programs; and 1.5 million members covered by their group vision programs. Avesis has partnerships with managed care organizations holding government contracts in 21 states.

“Guardian’s acquisition of Avesis underscores our commitment to delivering affordable, quality vision, dental and hearing care to Americans where and how they prefer to be served,” said Swanker. “Avesis’ proprietary network of independent dentists and optometrists provide significant synergies with Guardian’s extensive benefits portfolio, as well as those of our subsidiaries, Premier Access Insurance Company and Access Dental Services.”

The acquisition strengthens Guardian’s government programs business with an experienced management team possessing deep knowledge of the market, a scalable operating and technology platform, existing relationships with leading managed care organizations, and a broad product portfolio, according to Guardian.

“We are excited to join Guardian, a leader in employee benefits with an enviable 155-year history of commitment to its clients and employees,” said Cohn. “Working together, Guardian and Avesis will strengthen our position as a leading administrator of vision, hearing and dental programs for government and commercial employees throughout the country.”

The closing of the transaction is subject to regulatory approval and satisfaction of other closing conditions.

Under the terms of the purchase agreement, in connection with the closing of the transaction Avesis stockholders will receive an amount in cash of $16.00 to $16.30 for each share of Avesis common stock they hold.

The purchase agreement includes a “go-shop” period, during which Avesis will actively solicit alternative proposals for the next 30 days continuing through Jan. 20, 2016. For an additional 15 days following that period, the Avesis board of directors will be permitted to continue discussions and enter into or recommend a transaction with any person or group that submitted a qualifying proposal during the 30 day period. The termination fee would be $7.8 million.

The board of directors of Avesis unanimously approved the purchase agreement. The holders of a majority of the Avesis common stock outstanding are expected to approve the acquisition by written consent, promptly after execution of the purchase agreement.