TruBridge Amends Limited Duration Stockholder Rights Plan, Increasing Threshold To 15%
23 Abril 2024 - 9:00AM
Business Wire
TruBridge, Inc. (NASDAQ: TBRG) (the “Company”), a healthcare
solutions company, announced today that its Board of Directors (the
“Board”) has approved an amendment to the Company’s recently
adopted limited duration stockholders rights plan (“Rights Plan”),
increasing the ownership threshold at which a person, entity or
group would trigger the Rights Plan from 10% to 15%. All other
terms and conditions of the Rights Plan previously adopted on March
26, 2024 remain unchanged.
The Board determined to amend the Rights Plan after having had
the opportunity to engage with its stockholders and carefully
consider their input as well as the feedback of governance
professionals. The Board appreciates the ongoing dialogue with its
stockholders and believes the amended Rights Plan continues to
position the Board to fulfill its duties by ensuring that it has
sufficient time to make informed judgments that are in the best
interests of the Company and all of its stockholders.
Under the amended Rights Plan, rights will become exercisable if
a person, entity or group acquires beneficial ownership of 15% or
more of the outstanding common stock in a transaction not approved
by the Board. In the event that the rights become exercisable, each
right would entitle its holder (other than the person, entity or
group triggering the Rights Plan, whose rights would become void
and would not be exercisable) to buy at the exercise price
additional shares of common stock having a market value equal to
twice the exercise price. The Board may, at its option, redeem all
rights for $0.001 per right at any time prior to a person, entity
or group acquiring beneficial ownership of 15% or more of the
common stock.
All other elements of the Rights Plan remain as previously
adopted, including a qualifying offer provision, which allows
stockholders, under certain circumstances, to demand that the Board
call a special meeting to vote on exempting a pending offer from
the provisions of the Rights Plan, provided such pending offer
meets certain qualifying criteria.
The amendment to the Rights Plan is effective immediately, and
the Rights Plan, as amended, will continue to expire on March 25,
2025.
Details regarding the amended Rights Plan will be included in a
Current Report on Form 8-K being filed by the Company with the U.S.
Securities and Exchange Commission (the “SEC”).
About TruBridge
We are a trusted partner to more than 1,500 healthcare
organizations with a broad range of technology‑first solutions that
address the unique needs and challenges of diverse communities,
promoting equitable access to quality care and fostering positive
outcomes. Our industry leading HFMA Peer Reviewed® suite of revenue
cycle management (RCM) offerings combine unparalleled visibility
and transparency to enhance productivity and support the financial
health of healthcare organizations across all care settings.
TruBridge has over four decades of experience in connecting
providers, patients and communities with innovative solutions that
create real value by supporting both the financial and clinical
side of healthcare delivery. Our solutions champion end-to-end,
data-driven patient journeys that support value-based care, improve
outcomes, and increase patient satisfaction. We support efficient
patient care with electronic health record (EHR) product offerings
that successfully integrate data between care settings. Above all,
we believe in the power of community and encourage collaboration,
connection, and empowerment with our customers. We clear the way
for care. For more information, please visit www.trubridge.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified generally by the use of
forward-looking terminology and words such as "expects,"
"anticipates," "estimates," "believes," "predicts," "intends,"
"plans," "potential," "may," "continue," "should," "will" and words
of comparable meaning. Without limiting the generality of the
preceding statement, all statements in this press release that are
not historical facts are forward-looking statements, including
statements related to the anticipated benefits and expected
consequences of the Rights Plan. We caution investors that any such
forward‑looking statements are only predictions reflecting the best
judgment of the Company based upon currently available information
and are not guarantees of future performance. Certain risks,
uncertainties and other factors may cause the Company’s actual
results, performance or plans to differ materially from those
projected in the forward‑looking statements. Such factors may
include risks related to the ability of the Rights Plan to protect
stockholders’ interests and maximize value for all stockholders,
including that the Rights Plan may not effectively ensure that the
Board has sufficient time to make informed judgments that are in
the best interests of the Company and its stockholders, and other
risk factors described from time to time in our public releases and
reports filed with the SEC, including, but not limited to, our most
recent Annual Report on Form 10-K. We also caution investors that
the forward-looking information described herein represents our
outlook only as of this date, and we undertake no obligation to
update or revise any forward-looking statements to reflect events
or developments after the date of this press release except as
otherwise required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240423388363/en/
Tracey Schroeder Chief Marketing Officer
tracey.schroeder@trubridge.com (251) 639-8100
TruBridge (NASDAQ:TBRG)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024
TruBridge (NASDAQ:TBRG)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024