SunLink Health Systems, Inc. Announces Commencement of Tender Offer to Repurchase up to 3,000,000 of Its Common Shares at a P...
January 10 2017 - 9:28AM
Business Wire
SunLink Health Systems, Inc. (NYSE MKT: SSY) announced today
that it has commenced a tender offer to purchase up to 3,000,000 of
its common shares at a price of $1.50 per share (the “Offer”). The
number of shares proposed to be purchased in the Offer represents
approximately 31.77% of the approximately 9,443,408 of SunLink’s
outstanding common shares as of January 9, 2017 and involves an
aggregate purchase price of $4,500,000. On January 5, 2017,
the last full trading day prior to the announcement of the Offer,
the reported closing price of SunLink common shares on the NYSE MKT
was $1.12. The NYSE MKT closing price of SunLink common shares on
January 9, 2017 was $1.45 per share.
The Offer will expire at 5:00 p.m., New York City time, on
Wednesday, February 8, 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Offer and may be withdrawn at any time on or prior to the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 $1.50 per share. If shareholders
properly tender a total of more than 3,000,000 shares, 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 $1.50 per
share, net, in cash, less any applicable withholding taxes and
without interest, promptly after the expiration of the tender offer
period.
As of January 6, 2017, SunLink had approximately $13.3 million
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 (212) 493-3910 (collect) if you are a bank or brokerage
firm or otherwise at (800) 966-9021 (toll-free).
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 (212) 493-3910
(collect) if you are a bank or brokerage firm or otherwise at (800)
966-9021 (toll-free).
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170110005827/en/
SunLink Health Systems, Inc.Robert M. Thornton, Jr.,
770-933-7004Chief Executive Officer
Sunlink Health Systems (AMEX:SSY)
Historical Stock Chart
From Apr 2024 to May 2024
Sunlink Health Systems (AMEX:SSY)
Historical Stock Chart
From May 2023 to May 2024