Allied Healthcare International Inc. to Be Acquired by Saga Group Limited
29 Julho 2011 - 8:00AM
Marketwired
Allied Healthcare International Inc. (NASDAQ: AHCI), a leading
homecare provider of health and social care in the United Kingdom
and Ireland, announced that it has entered into a definitive
agreement to be acquired by Saga Group Limited for $3.90 per share,
which represents a premium of 59% to Allied's closing price on July
28, 2011 of $2.45. The aggregate purchase price for all outstanding
shares of Allied common stock, including outstanding options, will
be approximately $175 million.
The terms of the agreement were unanimously approved by Allied's
Board of Directors. The transaction is not subject to a financing
condition. Completion of the transaction is subject to the approval
of Allied's shareholders and certain other terms and conditions
customary for transactions of this type, including regulatory
approvals. Completion of the transaction is expected to occur in
the fourth calendar quarter of 2011.
"We are pleased to have entered into a transaction that will
offer Allied shareholders an attractive valuation," said Sandy
Young, Chief Executive Officer of Allied. "After a robust
examination of the strategic alternatives available to the company,
our board unanimously concluded that this transaction is in the
best interests of our company and shareholders."
Dr. Jeffrey S. Peris, Chairman of Allied, stated, "Saga's
acquisition of Allied provides the opportunity to realize value for
our shareholders by leveraging Allied's quality achievements,
operational excellence, and our talented personnel while continuing
to meet our customer's healthcare needs."
Commenting on the acquisition, John Ivers, Chief Executive
Officer of Saga Healthcare, said, "Our strategic intent has been to
grow our healthcare division organically and through carefully
selected acquisitions. I am therefore delighted that Allied is
joining the Saga Group. Saga will be the UK's pre-eminent provider
of domiciliary care. We are creating a nationally recognized and
trusted provider of quality care in the home. I look forward to
welcoming the staff and customers of Allied to the Saga family --
working together we have an exciting future."
Oppenheimer & Co. Inc. is acting as exclusive financial
advisor to Allied and has rendered a fairness opinion in connection
with the transaction to the Allied Board of Directors. Edwards
Angell Palmer & Dodge LLP is acting as legal advisor to Allied.
Credit Suisse Securities (Europe) Limited is acting as financial
advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Herbert Smith LLP are acting as legal advisors to Saga.
ABOUT ALLIED HEALTHCARE INTERNATIONAL INC.
Allied Healthcare International Inc. is a leading homecare provider
of health and social care in the United Kingdom and Ireland. Allied
operates a community-based network of approximately 120 branches
with the capacity to provide carers (known as home health aides in
the US), nurses, and specialized medical personnel to locations
covering approximately 90% of the UK population.
http://www.alliedhealthcare.com/
ABOUT SAGA GROUP LIMITED Saga Group is the
UK's leading provider of products and services specifically
designed for people aged 50 and over. With 2.7 million customers,
Saga provides insurance, savings, financial advice, care services,
holidays, and publishes Saga Magazine. http://www.saga.co.uk/
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED
WITH THE SEC
Allied will file a Form 8-K with the Securities and Exchange
Commission (the "SEC") regarding the transaction, which will
include a copy of the definitive agreement. All parties desiring
details regarding the conditions of this transaction are urged to
review the contents of the definitive agreement, which will be
available at the SEC's website at http://www.sec.gov/.
In connection with the proposed merger, Allied will file a proxy
statement and other documents with the SEC. We urge shareholders to
carefully read the proxy statement and any other documents filed
with the SEC when they become available because they will contain
important information about Allied, the proposed merger and related
matters. A copy of the proxy statement will be sent to shareholders
seeking their approval of the proposed merger. Shareholders also
will be able to obtain a copy of the proxy statement (when
available) and other documents filed by Allied free of charge at
the SEC's web site, http://www.sec.gov, or at the SEC's public
reference room at 100 F Street, NE, Room 1580, Washington, D.C.
20549. In addition, documents filed by Allied can be obtained by
contacting Allied at the following address and telephone number:
245 Park Avenue, 39th floor, New York, NY 10167, 212-750-0064, or
from Allied's website, http://www.alliedhealthcare.com/.
Allied and its officers, directors and certain other employees
may be soliciting proxies from its shareholders in favor of the
proposed merger and may be deemed to be "participants in the
solicitation" under the rules of the SEC. Information regarding
Allied's directors and executive officers is available in its proxy
statement relating to its 2011 annual meeting of shareholders,
which was filed with the SEC on May 3, 2011. Other information
regarding the direct or indirect interests, by security holdings or
otherwise, of the participants in the solicitation will be set
forth in the proxy statement relating to the merger when it becomes
available.
Statements about the expected timing, completion, and effects of
the proposed transaction and all other statements in this release,
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not
to place undue reliance on these forward-looking statements and any
such forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks, and uncertainties that could cause the actual results to
differ materially from such forward-looking statements. Allied and
Saga may not be able to complete the proposed transaction on the
terms described above, on other acceptable terms, or at all because
of a number of factors, including the failure to obtain shareholder
approval, the failure to obtain the necessary regulatory approvals,
or the failure to satisfy the other closing conditions. These
factors, and other factors that may affect the business or
financial results of Allied, are described in Allied's filings with
the SEC, including Items 1, 1A and 7 of Allied's annual report on
Form 10-K for the fiscal year ended September 30, 2010.
Contacts Allied Allied Healthcare International Inc.
Sandy Young Chief Executive Officer Paul Weston Chief Financial
Officer +44 (0) 1785 810 600 Or ICR, LLC Sherry Bertner Managing
Director +1 646 277 1247 sherry.bertner@icrinc.com Saga Saga
Group Limited Paul Green Head of Communication, Saga Group Limited
+44 (0) 1303 776 023 paul.green.pr@saga.co.uk
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