Trustmark Completes Tender Offer for Health Fitness Corporation; Acquisition Expected to Be Completed Tomorrow
26 February 2010 - 12:45AM
Marketwired
Trustmark Mutual Holding Company today announced that, as of the
expiration of its tender offer for all the outstanding common stock
of Health Fitness Corporation (NYSE: FIT), shareholders of
HealthFitness tendered 9,102,844 shares, representing approximately
89.1% of HealthFitness' outstanding shares. In addition, the
depositary has advised Trustmark that it has received commitments
to tender 47,648 additional shares under the guaranteed delivery
procedures described in the offer. The tender offer expired at
12:00 midnight, New York City time, on February 24, 2010 and was
not extended. According to the terms of the tender offer, all
shares that were validly tendered have been accepted for payment.
The offer was conducted through Trustco Minnesota, Inc., a wholly
owned subsidiary of Trustco Holdings, Inc., an indirect
wholly-owned subsidiary of Trustmark Mutual Holding Company.
Trustco Minnesota, Inc. plans to exercise its top-up option to
purchase directly from HealthFitness an additional number of shares
sufficient (when combined with the shares purchased in the tender
offer) to give Trustco Minnesota, Inc. ownership of at least one
share more than 90% (determined on a fully diluted basis and
including the issuance of the shares pursuant to exercise of the
top-up option) of the outstanding shares at a price of $8.78 per
share.
Promptly following the issuance of shares pursuant to the top-up
option, Trustmark intends to complete the acquisition of all
remaining shares of HealthFitness through a "short-form merger,"
that is, without a vote or meeting of HealthFitness' remaining
shareholders, which is expected to occur on or about Friday,
February 26, 2010. In the merger, each of the remaining outstanding
shares of HealthFitness common stock (other than shares owned
directly or indirectly by HealthFitness, Trustco Holdings, Inc. or
Trustco Minnesota, Inc., or any of their respective subsidiaries,
and shares owned by shareholders of HealthFitness who perfect their
dissenters' rights under Minnesota law) will be converted into the
right to receive $8.78 per share, in cash, without interest and
less any required withholding taxes, which is the same amount per
share paid in the tender offer. Following the completion of the
merger, HealthFitness will operate as a stand-alone business unit
reporting through Trustmark, and HealthFitness' common stock will
no longer be listed on the NYSE Amex.
About The Trustmark Companies
Through its subsidiaries and operating divisions, Trustmark
provides access to a full spectrum of flexible benefit solutions,
including benefits administration, voluntary and group medical
benefits, and healthcare management programs. The success of each
Trustmark company is based on building and maintaining trust
through personal, responsive service and flexible benefit
solutions. For more information on Trustmark, visit
www.trustmarkcompanies.com.
Important Additional Information
This press release contains "forward-looking statements." These
statements include, but are not limited to, statements about the
expected benefits of the transaction involving Trustmark and
HealthFitness, including potential synergies and cost savings,
future financial and operating results, and the combined company's
plans and objectives. In addition, statements made in this
communication about anticipated financial results, future
operational improvements and results or regulatory approvals are
also forward-looking statements. These statements are based on
current expectations of future events. If underlying assumptions
prove inaccurate or unknown risks or uncertainties materialize,
actual results could vary materially from Trustmark's and
HealthFitness' expectations and projections. Risks and
uncertainties include the potential that market segment growth will
not follow historical patterns; general industry conditions and
competition; business and economic conditions, such as interest
rate and currency exchange rate fluctuations; technological
advances and patents attained by competitors; and domestic and
foreign governmental laws and regulations.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell shares of HealthFitness.
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Trustmark Mutual Holding Company Contact: Patton Hollow
Corporate Communications Director (847) 283-4133 Email Contact
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