American Medical Alert Corp (Nasdaq: AMAC), a leading provider
of remote health monitoring and 24/7 communication services that
enhances care, accelerates response times, improves operational
effectiveness and delivers sustainable patient services, has
announced today that it has entered into a definitive agreement to
be acquired by Tunstall Healthcare Group Limited, a leading
telehealth and telecare provider. Tunstall will acquire all of the
outstanding common shares of AMAC for $8.55 per share in cash
without interest, representing a premium of approximately 50% over
AMAC’s closing share price on September 22, 2011, plus one
Contingent Payment Right (CPR) per share providing a contingent
cash payment for the holder of such common share in the event of a
sale of AMAC’s interests in the Lifecomm joint venture or prior
sale of Tunstall under certain conditions. The transaction is
expected to close at the end of the fourth quarter of 2011.
Based in New York, AMAC has two business divisions. The first is
Health and Safety Monitoring Systems (HSMS) which includes a rich
portfolio of remote patient monitoring devices and services
including personal emergency response systems (PERS), mobile PERS,
medication management and telehealth. The second division is
Telephony Based Communication Services (TBCS), AMAC’s contact
center services group, which provides concierge level communication
services to all types of healthcare entities, including physician
groups, hospitals, homecare and the pharmaceutical industry.
AMAC’s board of directors unanimously approved the transaction,
which is subject to customary closing conditions, including
approval of AMAC’s shareholders, but is not subject to any
financing conditions and has the full support of Tunstall’s
majority shareholder. In conjunction with the acquisition,
directors and officers of AMAC, holding approximately 26% of the
outstanding common shares of AMAC, have agreed to vote in favor of
the transaction.
“We believe the decision by the board to merge with Tunstall is
good for shareholders, employees and our customers,” said Jack
Rhian, President and Chief Executive Officer of AMAC. “Tunstall’s
longstanding culture of engineering excellence, technological
innovation and commitment to providing seniors with the tools to
live independently is perfectly aligned with AMAC’s mission. By
joining with Tunstall, AMAC will have unprecedented access to its
world class engineering and product portfolio as well as its global
operating resources. This transaction will allow AMAC to rapidly
accelerate the scope of our portfolio in both remote patient
monitoring and call center solutions thereby benefiting our entire
customer base.”
Gil Baldwin, Chief Executive Officer of Tunstall commented “AMAC
will make a great addition to the Tunstall Group. We share the same
vision and complement each other in a number of areas. AMAC will
support our ambitious growth plans in the United States. As one of
the largest providers of PERS in the US with 75,000 subscribers
nationwide and a strong reach within hospital systems, home
healthcare, government agencies and senior living facilities, I
believe there will be far reaching benefits for all of our
customers, partners and employees of the Group.”
A special meeting of AMAC’s shareholders will be held after the
preparation and filing of a proxy statement with the Securities and
Exchange Commission and subsequent mailing to shareholders. Upon
completion of the acquisition, AMAC will become a private company
wholly owned by an affiliate of Tunstall.
Jefferies served as financial adviser and Latham & Watkins
LLP served as legal adviser to Tunstall. Houlihan Lokey acted as
exclusive financial adviser and Moses & Singer LLP acted as
legal adviser to AMAC in this transaction.
About Tunstall
Tunstall is a leading provider of telecare/telehealth solutions.
Operating in more than 30 countries and employing over 1,200
people, Tunstall supports 2.5 million people around the world.
Tunstall's philosophy is simple - to protect, support and care for
people - by providing healthcare technology and services that
enable anyone requiring support and reassurance, such as older
people or those with long term needs, to lead an independent life
with dignity and reassurance.
Tunstall provides complete and fully-integrated telecare and
telehealth solutions for home, assisted living and specialist care
environments, hospital communication systems, associated support
services, response centre software systems and monitoring
services.
More information is available at www.tunstall.co.uk.
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 outcome of any legal proceedings that may be
instituted against AMAC or Tunstall related to the merger
agreement; the inability to complete the merger (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
herein, as well as those other risks and factors discussed in
AMAC’s Annual Report on Form 10-K for the year ended December 31,
2010, under the caption “Risk Factors” and otherwise in AMAC’s
reports and filings that it makes with the Securities and Exchange
Commission. 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
In connection with the proposed Merger, AMAC will file a proxy
statement and other documents with the Securities and Exchange
Commission (“SEC”). AMAC shareholders are advised to read the proxy
statements when it becomes available because it will contain
important information regarding AMAC and the Merger. Investors may
obtain a free copy of the proxy statement (when it becomes
available) and other relevant documents filed by AMAC with the SEC
at the SEC’s website at http://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: http://amac.com.
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.
Information concerning the names, affiliations and interests of
AMAC’s directors and executive officer, is set forth in AMAC Annual
Report on Form 10-K for the year ended December 31, 2010, as
amended, filed with the SEC, and will be described in the proxy
statement relating to the Merger (when it becomes available).
Information concerning the interests of the Company’s participants
in the solicitation, which may be, in some cases, different than
those of the Company’s shareholders generally, will also be
described in the proxy statement relating to the Merger (when it
becomes available).
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