SunLink Health Systems, Inc. Announces Commencement of Tender Offer to Repurchase up to 1,562,500 of Its Common Shares at a P...
November 21 2017 - 5:22PM
Business Wire
SunLink Health Systems, Inc. (NYSE American: SSY) announced
today that it has commenced a tender offer to purchase up to
1,562,500 of its common shares at a price of $1.60 per share (the
“Offer”). The number of shares proposed to be purchased in the
Offer represents approximately 17.05% of the approximately
9,162,565 of SunLink’s outstanding common shares as of November 20,
2017 and involves an aggregate purchase price of $2,500,000. On
November 20, 2017, the last full trading day prior to the
announcement of the Offer, the reported closing price of SunLink
common shares on the NYSE American was $1.49. The NYSE American
closing price of SunLink common shares on November 21, 2017 was
$1.52 per share.
The Offer will expire at 5:00 p.m., New York City time, on
Thursday, December 21, 2017, unless extended by SunLink. Tenders of
shares must be made on or prior to the expiration of the Offer and
may be withdrawn at any time on or prior to the expiration of the
Offer. The Offer is subject to a number of terms and conditions
described in the Offer to Purchase that is being distributed to
shareholders.
On the terms and subject to the conditions of the Offer,
SunLink’s shareholders will have the opportunity to tender some or
all of their shares at a price of $1.60 per share. If shareholders
properly tender a total of more than 1,562,500 shares, which is
expected, SunLink will purchase shares tendered by those
shareholders owning fewer than 100 shares who tender all their
shares, without proration, and all other shares tendered will be
purchased on a pro rata basis, subject to the tender offer
provisions described in the Offer to Purchase that is being
distributed to shareholders. Shareholders whose shares are
purchased in the Offer will be paid $1.60 per share, net, in cash,
less any applicable withholding taxes and without interest,
promptly after the expiration of the tender offer period.
Officers and directors of the Company have indicated they intend
to tender a total of 2,136,963 shares in connection with the Offer.
A list of tendering officers and directors is included in the Offer
to Purchase.
As of November 20, 2017, SunLink had approximately $8,600,000 in
unrestricted cash. SunLink will use a portion of its unrestricted
cash to fund the Offer. The Information Agent for the Offer is D.
F. King & Co., Inc. The Depositary is American Stock Transfer
& Trust Company, L.L.C. The Offer to Purchase, Letter of
Transmittal and related documents are being mailed to shareholders
of record and also will be made available for distribution to
beneficial owners of SunLink common shares. For questions and
information, please call the Information Agent toll free at (800)
820-2412 if you are a bank or brokerage firm or otherwise at (212)
269-5550.
None of SunLink's Board of Directors, the Information Agent or
the Depositary are making any recommendations to shareholders as to
whether to tender or refrain from tendering their shares into the
Offer. Shareholders must make their own decisions as to how many
shares they will tender, if any. In so doing, shareholders should
read and evaluate carefully the information in the Offer to
Purchase and in the related Letter of Transmittal.
The Offer could possibly have the effect of reducing the number
of holders of record of the Company’s common shares below the level
which would permit the Company to deregister the common shares with
the SEC and cease being a public company. The Company cannot
predict whether the results of the Offer will result in, or are
reasonably likely to result in, a reduction in the number of the
holders of record which would permit the Company to deregister;
however, because the Offer could possibly have such result, and
because in such event, management and the Board of Directors would
likely again undertake an analysis to evaluate deregistration, and
the Company might seek deregistration of its common shares if
management and the Company’s Board concluded it was in the best
interests of the Company to do so, the Company has filed the Offer
as a going private transaction with the SEC and will provide its
shareholders in the Offer documents with the same information as
would be required in a transaction intended to or which could
reasonably be expected to result in the Company going private.
Additional Information
This press release is provided for informational purposes
only and does not constitute an offer to purchase or the
solicitation of an offer to sell any common shares of SunLink
Health Systems, Inc. (“SunLink” or the “Company”). The tender offer
is being made only pursuant to the offer to purchase, letter of
transmittal, and related materials which the Company is
distributing, without charge, to SunLink shareholders and filing
with the SEC pursuant to a tender offer statement on Schedule TO
and Schedule 13E-3 forming a part thereof. Investors and
shareholders should read those filings carefully as they contain
important information about the tender offer. Those documents as
well as SunLink’s other public filings with the SEC may be obtained
without charge at the SEC’s website at www.sec.gov
and at SunLink’s website at www.sunlinkhealth.com.
The website addresses of the SEC and SunLink are included in this
press release for reference only. The information contained on
these websites is not incorporated by reference in this press
release and should not be considered to be a part of this press
release. The offer to purchase and related materials may
also be obtained without charge by contacting D.F. King & Co.,
Inc., the Information Agent for the Offer, at (800) 820-2412 if you
are a bank or brokerage firm or otherwise at (212)
269-5550.
All statements contained in this press release, other than
statements of historical fact, are forward-looking statements
including those regarding the expected timing of the tender offer
described in this press release. These statements speak only as of
the date of this press release and are based on our current plans
and expectations and involve risks and uncertainties that could
cause actual future events or results to be different from those
described in or implied by such forward-looking statements,
including risks and uncertainties regarding: changes in financial
markets; changes in economic, political or regulatory conditions or
other trends affecting the healthcare industry; and changes in
facts and circumstances and other uncertainties concerning the
completion of the tender offer. Further information about these
matters can be found in our Securities and Exchange Commission
filings. Except as required by applicable law or regulation, we do
not undertake any obligation to update our forward-looking
statements to reflect future events or circumstances.
SunLink Health Systems, Inc. is the parent company of
subsidiaries that own and operate healthcare businesses in the
Southeast. Each of the Company’s healthcare businesses is operated
locally with a strategy of linking patients’ needs with dedicated
physicians and healthcare professionals. For additional information
on SunLink Health Systems, Inc., please visit the Company’s
website.
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version on businesswire.com: http://www.businesswire.com/news/home/20171121006123/en/
SunLink Health Systems, Inc.Robert M. Thornton, Jr.,
770-933-7004Chief Executive Officer
Sunlink Health Systems (AMEX:SSY)
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