Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the “Company,”
“Alliance,” “we” or “our”), a leading national provider of
outsourced radiology, oncology and interventional services,
announced today that it has signed a definitive merger agreement
with Tahoe Investment Group Co., Ltd. (“Tahoe”), formerly known as
Fujian Thai Hot Investment Co., Ltd., THAIHOT Investment Company
Limited (“THAIHOT”), THAIHOT Investment Company US Limited and
Alliance HealthCare Services Merger Sub Limited (each an indirect
wholly owned subsidiary of Tahoe, and, together with Tahoe, the
“Tahoe Group”), pursuant to which the Tahoe Group will acquire all
of the outstanding common stock of Alliance that is not
beneficially owned by the Tahoe Group or owned by Alliance as
treasury stock, for US $13.25 per share in cash, or a total payment
of approximately US $75 million to equity holders of Alliance other
than the Tahoe Group.
The US $13.25 per share price represents a premium of 67% over
the Company’s closing trading price on December 9, 2016, the last
trading day prior to Tahoe’s initial proposal was publicly
disclosed, and a premium of 38% over the US $9.60 purchase price
per share initially offered by Tahoe.
As previously disclosed on March 29, 2016, Tahoe, through
THAIHOT, completed the purchase of a majority interest in Alliance
and THAIHOT currently owns approximately 51% of the outstanding
common stock of Alliance.
The Company’s Board of Directors, acting on the unanimous
recommendation of the special committee formed by the Board of
Directors (the “Special Committee”), approved the merger agreement
and the transactions contemplated by the merger agreement and
resolved to recommend that the Company’s stockholders adopt the
merger agreement and the transactions contemplated by the merger
agreement. The Special Committee, which is comprised solely of
independent and disinterested directors of the Company who are
unaffiliated with the Tahoe Group or management of the Company,
exclusively negotiated the terms of the merger agreement with the
Tahoe Group, with the assistance of its independent financial and
legal advisors.
Neil Dimick, Chairman of the Special Committee, said, “We are
confident that we have negotiated a fair price and that this merger
is in the best interest of our minority stockholders. The price of
US $13.25 is a 67% premium over the last trading day prior to the
offer and a 38% premium over the initial offer by Tahoe in
December.”
“We continue to be supportive of Alliance’s strategy in the
United States and China,” says Qisen Huang, Chairman and Founder of
Tahoe. Huang continued, “Healthcare has been a major focus for
Tahoe in the last two years and we expect to continue to expand our
healthcare business lines globally to benefit the health of those
we serve.”
“I am pleased to see that the Special Committee and Tahoe have
finished their work and have come to an agreement enabling the
Company to move forward,” says Tom Tomlinson, CEO of Alliance
HealthCare Services. Tomlinson continued, “Tahoe has been a very
supportive majority stockholder and we look forward to continued
collaboration as we use our position as an industry leader in
outsourced medical services to increase the quality of care
delivered in the United States as well as expand healthcare
services in China.”
Upon closing of the merger, Alliance will become an indirect
wholly owned subsidiary of Tahoe. Alliance is expected to remain
headquartered in Southern California. Alliance’s executive
management team is expected to remain in place. All of Alliance’s
divisions within the United States are expected to continue
unaffected.
The merger is subject to approval by Alliance’s stockholders,
including a non-waivable condition requiring approval by the
holders of a majority of the outstanding shares of Alliance common
stock that are not beneficially owned by the members of the Tahoe
Group or certain senior executive officers of the Company, as well
as certain other customary closing conditions. The merger is not
subject to a financing condition. The Company will call a meeting
of stockholders for the purpose of voting on the adoption of the
merger agreement in due course. If completed, the merger will
result in the Company becoming a privately held company and
Alliance’s common stock would no longer be listed on NASDAQ.
Lazard is serving as sole financial advisor to the Special
Committee, O’Melveny & Myers LLP is serving as legal counsel to
the Special Committee, and Richards, Layton & Finger P.A. is
serving as Delaware legal counsel to the Special Committee. Latham
& Watkins LLP is serving as legal counsel to the Company.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to the Tahoe Group.
About Tahoe
Tahoe is an investment holding company based in Fuzhou,
China, holding a diversified portfolio of assets in various
industries including real estate development, securities,
hospitality, biomedicine and healthcare. Tahoe was founded in 1996
and as of September 30, 2016, the total assets of Tahoe Investment
Group Co. Ltd exceeded US $18.9 billion. Tahoe’s diversified
portfolio includes controlling ownership in Thai Hot Group,
one of the leading real-estate developers in China listed
on the Shenzhen Stock Exchange (SZSE:000732). Tahoe is
also the third largest shareholder of the Shanghai Stock
Exchange listed Dongxing Securities (SHSE:601198).
Tahoe expanded its business landscape to include biomedicine and
healthcare industry by acquiring a large-scale pharmaceutical
company. In early 2015, Tahoe made healthcare and medical services
one of its top priorities, including radiology and oncology, and it
intends to expand healthcare services in
mainland China to an underserved healthcare marketplace.
Qisen Huang is the Founder and Chairman of Tahoe.
About Alliance HealthCare Services
Alliance HealthCare Services (NASDAQ: AIQ) is a leading national
provider of outsourced medical services including radiology,
oncology and interventional. We partner with healthcare providers
and hospitals to provide a full continuum of services from mobile
to fixed-site to comprehensive service line management and joint
venture partnerships. We also operate freestanding clinics and
Ambulatory Surgical Centers that are not owned by hospitals or
providers.
As of December 31, 2016, Alliance operated 625 diagnostic
radiology and radiation therapy systems, including 113 fixed-site
radiology centers across the country, and 33 radiation therapy
centers and SRS facilities. With a strategy of partnering with
hospitals, health systems and physician practices, Alliance
provides quality clinical services for over 1,100 hospitals and
other healthcare partners in 46 states, where approximately 2,450
Alliance Team Members are committed to providing exceptional
patient care and exceeding customer expectations. For more
information, visit www.alliancehealthcareservices-us.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Alliance by the Tahoe Group
and their respective affiliates. In connection with the proposed
merger, Alliance will file with the SEC and furnish to Alliance’s
stockholders a proxy statement and other relevant documents. This
filing does not constitute a solicitation of any vote or approval.
BEFORE MAKING ANY VOTING DECISION, ALLIANCE’S STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN
THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER.
Investors will be able to obtain a free copy of the proxy
statement, when available, and other relevant documents filed by
Alliance with the SEC at the SEC’s website at www.sec.gov. In
addition, investors may obtain a free copy of the proxy statement,
when available, and other relevant documents from Alliance’s
website at www.alliancehealthcareservices-us.com/proxy or by
directing a request to Alliance HealthCare Services, Inc., Attn:
Rhonda Longmore-Grund, CFO, 100 Bayview Circle, Suite 400, Newport
Beach, California 92660 or calling 949.242.5300.
Participants in the Solicitation
Alliance and its directors, executive officers and certain other
members of management and employees of Alliance may be deemed to be
“participants” in the solicitation of proxies from the stockholders
of Alliance in connection with the proposed Merger. Information
regarding the interests of the persons who may, under the rules of
the SEC, be considered participants in the solicitation of the
stockholders of Alliance in connection with the proposed Merger,
which may be different than those of Alliance’s stockholders
generally, will be set forth in the proxy statement and the other
relevant documents to be filed with the SEC. Stockholders can find
information about Alliance and its directors and executive officers
and their ownership of Alliance’s Common Stock in Alliance’s
definitive proxy statement for its most recent annual meeting of
stockholders, filed with the SEC on April 29, 2016, and additional
information about the ownership of Alliance’s Common Stock by
Alliance’s directors and executive officers is included in their
Forms 3, 4 and 5 filed with the SEC.
Forward-Looking Statements
This communication contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 that involve a number of risks and uncertainties. This
communication contains forward-looking statements related to
Alliance, the Tahoe Group and the proposed acquisition of Alliance
by the Tahoe Group and their respective affiliates. Actual results
and events in future periods may differ materially from those
expressed or implied by these forward-looking statements because of
a number of risks, uncertainties and other factors. All statements
other than statements of historical fact, including statements
containing the words “aim,” “anticipate,” “are confident,”
“estimate,” “expect,” “will be,” “will continue,” “will likely
result,” “project,” “intend,” “plan,” “believe” and other words and
terms of similar meaning, or the negative of these terms, are
statements that could be deemed forward-looking statements. Risks,
uncertainties and other factors include, but are not limited to:
(i) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (ii)
the inability to complete the proposed merger due to the failure to
obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger;
(iii) the failure of the proposed merger to close for any other
reason; (iv) risks related to disruption of management’s attention
from Alliance’s ongoing business operations due to the transaction;
(v) the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted against Alliance and
others relating to the merger agreement; (vi) the risk that the
pendency of the proposed merger disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the pendency of the proposed merger; (vii) the effect
of the announcement of the proposed merger on Alliance’s
relationships with its customers, operating results and business
generally; and (viii) the amount of the costs, fees, expenses and
charges related to the proposed merger. Consider these factors
carefully in evaluating the forward-looking statements. Additional
factors that may cause results to differ materially from those
described in the forward-looking statements are set forth in
Alliance’s Annual Report on Form 10–K for the fiscal year ended
December 31, 2016, filed with the SEC on March 10, 2017, under the
heading “Item 1A. Risk Factors,” and in subsequently filed
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The
forward-looking statements represent Alliance’s views as of the
date on which such statements were made and Alliance undertakes no
obligation to publicly update such forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170411005546/en/
Alliance HealthCare Services, Inc.Rhonda Longmore-Grund,
949-242-5300Executive Vice PresidentChief Financial Officer
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