Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. AMERICAN MEDICAL ALERT CORP (700721) 10-Q published on Nov 14, 2011 at 12:45 pm
Reporting Period: Sep 29, 2011
On September 22, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tunstall Healthcare Group Limited (“Tunstall”), and Monitor Acquisition Corp., an indirect wholly owned subsidiary of Tunstall (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company and the Company will become a wholly-owned subsidiary of Tunstall (the “Merger”).
On the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than treasury shares of the Company and any shares of the Company’s Common Stock owned by Tunstall, Merger Sub or any wholly owned subsidiary of the Company) will be converted into the right to receive (i) an amount in cash, without interest, equal to $8.55, less the amount of any required withholding tax, and (ii) one contingent payment right (a “CPR”) issued by Tunstall subject to and in accordance with the CPR Agreement, which provides for payments under certain circumstances relating to the Company’s investment in Lifecomm.
In connection with the transaction, the Company filed with the SEC a preliminary proxy statement on November 2, 2011 and other documents, and intends to file other relevant materials with the SEC concerning the proposed Merger, including a definitive proxy statement. The Company’s shareholders are advised to read the definitive proxy statement when it becomes available because it will contain important information regarding the Company and the Merger. Shareholders may obtain a free copy of the definitive proxy statement (when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s website at http://www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC relating to the transaction 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 the Company’s website: http://amac.com.
The Company is working toward completing the Merger as quickly as possible. The Merger could be completed as early as the fourth quarter of 2011. However, we cannot assure you when or if the Merger will occur.
On or about September 30, 2011, a putative shareholder’s class action complaint was filed against the Company, the members of its board of directors, Tunstall and Merger Sub by Diane Kent, on behalf of herself and all similarly situated shareholders. The complaint was filed in the Supreme Court of the State of New York, County of Queens. The lawsuit asserts claims for breach of fiduciary duty against the members of our board of directors and aiding and abetting breach of fiduciary duty against the Company, Tunstall and Merger Sub. The lawsuit seeks to enjoin the defendants from completing the Merger, commencement of an unspecified sales process, imposition of a constructive trust, attorneys' and experts’ fees and costs and other equitable relief.
On or about October 24, 2011, a putative shareholder’s class action complaint was filed against the Company and the members of its board of directors by Joyce Fauci, on behalf of herself and all similarly situated shareholders. The complaint was filed in the Supreme Court of the State of New York, County of Queens. The lawsuit asserts claims for breach of fiduciary duty against the members of our board of directors and aiding and abetting breach of fiduciary duty against the Company. The lawsuit seeks to enjoin the defendants from completing the Merger, rescission or rescissory damages, an accounting for damages caused by the defendants and all profits and special benefits obtained as a result of the alleged breach of fiduciary duty, and costs of the lawsuit, including attorneys', and experts’ fees.
On October 27, 2011, the plaintiffs in the actions commenced in Queens, Diane Kent and Joyce Fauci (together, the “Queens Plaintiffs”), filed a motion seeking to consolidate the actions they commenced, as well as any subsequently filed related actions, under the index number for the action commenced by Diane Kent, designating the caption of the requested resulting consolidated action as In re American Medical Alert Corp. Shareholder Litigation and appointing the law firms of Robbins Umeda LLP and Levi & Korsinsky LLP as Co-Lead Counsel in the requested consolidated action. The Queens Plaintiffs advise the Court in their motion that Joseph Weiss, who commenced the action pending in Nassau County, supports the motion and has agreed to coordinate efforts and jointly prosecute a consolidated action in Queens County. The Queens Plaintiffs' motion is pending.