SunLink Health Systems, Inc. Announces Dividend of Fractional Interests in Series C Redeemable Preferred Shares to Holders of Its Common Shares
08 Août 2023 - 10:08PM
Business Wire
SunLink Health Systems, Inc. (NYSE American: SSY) today
announced that its Board of Directors (a) declared a dividend of
one one-thousandth (1/1,000th) of a share (each a “Series C
Fractional Interest”) of the Company’s newly-designated Series
C Redeemable Preferred Shares, no par value per share (the
“Series C Preferred Shares”), for each outstanding common
share of the Company (the “Common Shares”), payable on
August 16, 2023 to shareholders of record as of 5:00 p.m. Eastern
Time on August 15, 2023 and (b) its intent to call a special
meeting of shareholders to consider and approve a proposal to
reincorporate the Company as a Georgia corporation (the
“Reincorporation Proposal”).
The outstanding Series C Fractional Interests that are present
in person or by proxy will vote together with the outstanding
Common Shares, as a single class, exclusively with respect to (a)
the Reincorporation Proposal, which will result in the adoption of
new articles of incorporation and bylaws as a Georgia corporation
pursuant to such proposal, and (b) any proposal to adjourn or
recess any meeting of shareholders called for the purpose of voting
on the Reincorporation Proposal (an “Adjournment Proposal”),
and will not be entitled to vote on any other matter, except to the
extent required under the Ohio Revised Code (“ORC”). Subject
to certain limitations, each outstanding Series C Preferred Share
will have 1,000,000 votes per share (or 1,000 votes per Series C
Fractional Interest).
Series C Fractional Interests will not vote independently from
the Common Shares and a shareholder’s Series C Fractional Interests
will automatically be deemed voted in the same manner as that which
the shareholder votes his or her Common Shares. Thus, each Series C
Fractional Interest will have 1,000 votes and is voted together
with the Common Share for which it was dividended, and such votes
will be the same (For or Against or Abstain) as the related Common
Share.
All Series C Fractional Interests that are not present in person
or by proxy at any meeting of shareholders held to vote on the
above-described proposals as of immediately prior to the opening of
the polls on the Reincorporation Proposal at such meeting will
automatically be redeemed by the Company for no consideration. All
outstanding Series C Fractional Interests that have not been so
redeemed will be redeemed for no consideration if such redemption
is ordered by the Company’s Board of Directors or automatically
upon the approval by the Company’s shareholders of the
Reincorporation Proposal.
The Series C Fractional Interests will effectively attach to the
Common Shares for which they were dividended, and will be
non-detachable, uncertificated and represented in book-entry form.
No Series C Fractional Interests may be transferred by the holder
thereof except solely with a transfer by such holder of the Common
Shares to which they pertain as of the record date. In that case,
Series C Fractional Interests equal to the number of Common Shares
to be transferred by such holder will be automatically transferred
to the transferee of such Common Shares.
Further details regarding the Series C Preferred Shares and the
Series C Fractional Interests will be contained in a report on Form
8-K to be filed by the Company with the Securities and Exchange
Commission (the “SEC”) and further details regarding the
Reincorporation Proposal and the special meeting will be contained
in a proxy statement for the special meeting to be filed by the
Company with the SEC.
Important Information for Investors and Shareholders
This Press Release is not intended to and shall not constitute a
solicitation of any vote or approval in any jurisdiction. No
solicitation of any vote or approval shall be made, except by means
of a proxy statement meeting the requirements of Section 14A of,
and Schedule 14A under, the Exchange Act. SunLink plans to file
other documents with the SEC regarding the Reincorporation
Proposal. INVESTORS AND SECURITY HOLDERS OF SUNLINK ARE URGED TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS.
Investors and shareholders may obtain free copies of the proxy
statement and other documents containing important information
about SunLink as such documents are filed with the SEC, through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by SunLink are and will be available
free of charge on SunLink’s website at sunlink.com under the tab
“Investors” then under the tab “SEC Filings” or by contacting
SunLink at (770) 933-7000.
SunLink Health Systems, Inc. is the parent company of
subsidiaries that own and operate healthcare properties and
businesses in the Southeast. Each of the Company’s businesses is
operated locally with a strategy of linking patients’ needs with
healthcare professionals. For additional information on SunLink
Health Systems, Inc., please visit the Company’s website.
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 including, without limitation, statements regarding the
company’s business strategy. These forward-looking statements are
subject to certain risks, uncertainties, and other factors, which
could cause actual results, performance, and achievements to differ
materially from those anticipated. Certain of those risks,
uncertainties and other factors are disclosed in more detail in the
company’s Annual Report on Form 10-K for the year ended June 30,
2022 and other filings with the Securities and Exchange Commission
which can be located at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20230808612163/en/
Robert M. Thornton, Jr. Chief Executive Officer (770)
933-7004
Sunlink Health Systems (AMEX:SSY)
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