American Medical Alert Corp. Announces Settlement with Purported Class Action Plaintiffs Regarding Merger with Tunstall Healt...
December 13 2011 - 8:30AM
Business Wire
American Medical Alert Corp. (Nasdaq: AMAC), today announced
that AMAC and other named defendants have entered into a memorandum
of understanding (MOU) with plaintiffs’ counsel in connection with
the purported class action lawsuits filed in the Supreme Court of
the State of New York, County of Nassau and in the Supreme Court of
the State of New York, County of Queens, in connection with its
proposed merger with Tunstall Healthcare Group Limited.
As previously announced, on September 22, 2011, AMAC entered
into an Agreement and Plan of Merger (the Merger Agreement) with
Tunstall and its wholly owned subsidiary, Monitor Acquisition Corp.
Under the terms of the MOU, AMAC will file a Current Report on Form
8-K supplementing certain disclosure in the definitive proxy
statement filed by AMAC with the SEC on November 17, 2011 in
connection with the merger. The MOU reflects the parties’ agreement
to resolve the allegations by the settling plaintiffs against AMAC
and other defendants in connection with the Merger Agreement and
provides a release and settlement by the purported class of AMAC’s
shareholders of all claims against AMAC and other defendants and
their affiliates and agents in connection with the Merger
Agreement. The MOU and settlement are contingent upon, among other
things, approval of the Supreme Court of the State of New York,
Queens County, the closing of the merger and further definitive
documentation.
AMAC and the other named defendants continue to believe that
each of the lawsuits filed in connection with its proposed merger
with Tunstall are without merit.
About AMAC
AMAC is a healthcare communications company dedicated to the
provision of support services to the healthcare community. AMAC's
product and service portfolio includes Personal Emergency Response
Systems (PERS) and emergency response monitoring, electronic
medication reminder devices, disease management monitoring
appliances and healthcare communication solutions services. AMAC
operates nine US-based communication centers under local trade
names: HLINK OnCall, North Shore TAS, Live Message America, ACT
Teleservice, MD OnCall, Capitol Medical Bureau, American
MediConnect, Alpha Message Center and Phone Screen to support the
delivery of high quality, healthcare communications. For more
information, visit www.amac.com.
Cautionary Notice Regarding Forward-Looking
Statements
Certain of the statements in this press release may constitute
“forward-looking statements” for purposes of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
AMAC to be materially different from the future results,
performance or achievements express of implied by such
forward-looking statements. The words “believes,” “anticipates,”
“plans,” “expects,” “intends,” “estimates,” “seeks,” “may” and
similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based upon
information presently available and are inherently subjective,
uncertain and subject to change, due to any number of risks and
uncertainties. Certain factors that could cause actual events not
to occur as expressed in the forward-looking statement include
among others: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the inability to complete the merger due to the failure
to obtain shareholder approval for the merger or the failure to
satisfy other conditions to completion of the merger, including the
receipt of required regulatory approvals related to the merger;
risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the merger; the effects of the local and national
economic, credit and capital market conditions on the economy in
general, and other risks and uncertainties described in AMAC’s
Annual Report on Form 10-K for the year ended December 31, 2010,
under the caption “Risk Factors”, in AMAC’s subsequent Quarterly
Reports on Form 10-Q, and otherwise in AMAC’s reports and filings
that it makes with the SEC. You should not place undue reliance on
any forward-looking statements, since those statements speak only
as to the date that they are made. Neither Tunstall nor AMAC has
any obligation and does not undertake to publicly update, revise or
correct any of the forward-looking statements after the date of
this news release or after the respective dates on which such
statements otherwise are made, whether as a result of new
information, future events or otherwise, except as otherwise may be
required by law.
Additional Information
On November 17, 2011, AMAC filed a definitive proxy statement on
Schedule 14A with the SEC in connection with the merger. Investors
are urged to read carefully such definitive proxy statement filed
by AMAC with the SEC and other relevant documents filed with the
SEC because they contain important information about the
merger.
AMAC and its directors and executive officers may be deemed,
under SEC rules, to be participants in the solicitation of proxies
from the AMAC shareholders in connection with the merger. A
description of the direct and indirect interests of these directors
and executive officers which may be, in some cases, different than
those of AMAC’s shareholders generally, is set forth in the
definitive proxy statement relating to the merger described above.
Additional information regarding AMAC’s directors and executive
officers and their beneficial ownership of AMAC’s common stock is
also set forth in AMAC’s annual meeting proxy statement on Schedule
14A filed with the SEC on November 17, 2011.
Investors may obtain a free copy of the proxy statements and
other relevant documents filed by AMAC with the SEC at the SEC’s
website at www.sec.gov. In addition, investors may obtain free
copies of the documents filed with the SEC by directing a written
request to: American Medical Alert Corp., 36-36 33rd Street, Suite
103, Long Island City, NY 11106, Attention: Corporate Secretary or
from AMAC’s website: www.amac.com.
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