ER Urgent Care Holdings, Inc. to Offer Plan to Exchange Common Stock for Preferred Stock, Valued at $1.00 per Share
August 25 2008 - 8:30AM
Marketwired
ER Urgent Care Holdings, Inc. (PINKSHEETS: ERUC) is pleased to
announce that the Company's Board of Directors has approved a plan
to offer Shareholders the opportunity to exchange their Common
Stock for shares of a new series of Preferred Stock. This plan
calls for each one thousand shares of the Company's Common Stock
tendered to be exchanged for one share of the Company's newly
created Preferred Stock, having a stated value of $1.00 per share.
The Company expects that the exchange will be based upon the value
of Common Stock shares of $0.001 per share. The shareholders would
also receive warrants to purchase additional shares of the
Company's Common Stock at $.01 per share.
A shareholder must tender at least one million shares of Common
Stock to qualify and take part in this exchange offer. The deadline
for accepting the exchange offer and delivery of physical
certificates to the Company's transfer agent is by the close of
business on September 30, 2008. No conversion of the Series B
Preferred Stock to Common Stock can occur until after a holding
period of three months from the date of the new certificate.
Thereafter, shareholders may convert the Preferred Stock into
Common Stock.
ER Urgent Care also intends to retire all shares of Common Stock
that are turned into the Company, which would dramatically reduce
the size of both the number of outstanding common shares of stock
and the float.
"The Board's opinion is that our current share price is not
representative of its true value, and that following the exchange
these shares should be trading at higher levels. Our Company is
going through several significant transitions including the recent
agreement with Cinergy Health, a large, nationwide health plan
company, headquartered in Florida. We agree that a share exchange
program is in the best interests of ERUC and its shareholders,"
stated Mark Solomon, President of ER Urgent Care Holdings, Inc.
To view the full terms of the Preferred Stock Exchange offer,
please visit the following link: www.erucc.net.
About ER Urgent Care Holdings Inc.:
ER Urgent Care Holdings Inc. operates ER Urgent Care Centers in
South Florida. The "true, bona-fide, Urgent Care Center" is a
one-stop shop where patients can receive premier health care and
after-hours care at a fraction of the cost of emergency room
visits. With the "Urgent Care Center" model emergency rooms will no
longer lose money on ER patients with minor injuries and illnesses
and the HMOs will no longer have to pay exorbitant claims for
non-admitted patients. ER Urgent Care Centers create a win-win
situation for everyone, filling the financial and service gap
between primary care physicians (PCPs) and hospital emergency
rooms.
Statements contained in this news release, other than those
identifying historical facts, constitute "forward-looking
statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934 and the Safe Harbor provisions as contained in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements relating to the Company's future
expectations, including but not limited to revenues and earnings,
technology efficacy, strategies and plans, are subject to safe
harbors protection. Actual Company results and performance may be
materially different from any future results, performance,
strategies, plans, or achievements that may be expressed or implied
by any such forward-looking statements. The Company disclaims any
obligation to update or revise any forward-looking statements.
Contact: ER Urgent Care Holdings, Inc. http://www.erucc.net/ or
Call Investor Relations + 1-866-843-2775
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