American Surgical Holdings, Inc. announced yesterday that they entered into a definitive merger agreement. With the agreement, American Surgical will be acquired and taken private by AH Holdings Inc., an affiliate of Great Point Partners, I LP (GPP), a Greenwich, Connecticut-based private equity fund.
At the closing of the transaction, American Surgical’s stockholders will receive $2.87 per share in cash, which represents a 205 percent premium to the average daily trading price of $0.941 over the 90 days prior to the execution and public announcement of the transaction. The closing price of the Company’s common stock on the last trading day prior to the public announcement of the transaction was $1.32.
This per share cash consideration is payable by AH Holdings Inc. and subject to increase if less than all of the stock options and warrants to purchase American Surgical’s common stock have been exercised as of the effective time of the merger and/or if some or all of the warrants to purchase their common stock are exercised on a cashless basis.
Additionally, at the closing of the transaction, American Surgical’s stockholders will receive (a) additional per share merger consideration consisting of a final cash dividend, if any, payable by the Company and computed in accordance with the definitive merger agreement and (b) an ownership interest in CMC Associates, LLC, a subsidiary of the Company, which will be the beneficial owner of certain pending litigation and litigation rights.
The cash consideration payable by AH Holdings Inc. will not be paid on an aggregate of 2,234,707 shares of the Company’s common stock owned by certain members of the Company’s management team (the Non-Participating Stockholders). Instead, these people will receive a 14.9 percent ownership interest, collectively, in the buyer’s parent entity. The expectation is that the proposed transaction will close during the first quarter of 2011.
A Special Committee of American Surgical Holdings, Inc.’s independent directors and the American Surgical Board of Directors has unanimously approved the definitive merger agreement and recommended to the American Surgical stockholders that they adopt and approve the definitive merger agreement.
Zak Elgamal, the Executive Chairman, Chief Executive Officer and President of American Surgical, commented, “Our agreement with GPP provides a compelling all-cash premium to our stockholders. Throughout this process, our Board has been committed to delivering value and liquidity to our stockholders, and we believe this transaction will accomplish both of those objectives. We look forward to working with GPP to complete this transaction as expeditiously as possible.”
Headquartered in Houston, Texas, American Surgical Holdings, Inc. provides professional surgical assistant services to patients, surgeons, and healthcare institutions, via their wholly owned subsidiaries. The Company markets their services to hospitals, surgeons, and healthcare institutions. American Surgical provides service in Houston, San Antonio and Corpus Christi, Texas; Lawton, Oklahoma; Suffolk, Virginia; Memphis, Tennessee, and Augusta, Georgia.
For more information, visit www.asainc.us