The Amacore Group Amends US Health Benefits Group Stock Purchase Agreement
18 Juin 2009 - 3:15PM
Business Wire
The Amacore Group, Inc., (OTCBB: ACGI), a leader in providing
membership benefit programs, insurance programs, and other
innovative and high-quality benefit solutions to individuals,
families and employer groups nationwide, has amended its March 31,
2008 Stock Purchase Agreement for US Health Benefits Group, Inc.
(�USHBG�). The original agreement had an agreed upon value of $14.3
million which consisted of $9 million worth of common stock, with
the number of shares issued contingent upon future share price,
$2.9 million in guaranteed cash, and up to an additional $2.4
million in cash, contingent upon division profitability. The
revised purchase price consideration consists of $4.3 million in
cash, resulting in up to a $10 million reduction in purchase price.
The new agreement, effective as of June 11, 2009, includes targeted
sales incentives designed to benefit both Amacore and USHBG. Terms
of the amended agreement can be found in the Company�s 8-K filing
from June 16, 2008.
Jay Shafer, Chairman and Chief Executive Officer of Amacore
Group said, �The amended agreement with USHBG is a win-win for both
Amacore and USHBG. It benefits Amacore�s shareholders by
diminishing the potential dilution of their shares, while providing
an incentive program to USHBG to help drive and expand lead
generation and customer acquisition across Amacore�s market
channels. This amended agreement is just one example of how the
Amacore management team is continually seeking to improve net
revenue, profitability and operating cash flow. As such, we remain
focused on producing stronger financial results and improving
shareholder value, and look forward to the continued contributions
from USHBG, its President Howard Knaster, and his team.�
U.S. Health Benefits Group is an inbound lead generation
telemarketing operation primarily marketing major and limited
medical benefit plans. Amacore operates this division through US
Health Benefits Group, Inc., US Healthcare Plans, Inc. and On the
Phone, Inc., each a wholly owned subsidiary.
About The Amacore Group, Inc. (www.amacoregroup.com)
The Amacore Group, Inc. is primarily a provider and marketer of
healthcare related products, including healthcare benefits, vision
and dental networks, and administrative services such as billing,
fulfillment, patient advocacy, claims administration and servicing.
The Company primarily markets healthcare-related membership
programs such as limited and major medical programs, supplemental
medical and discount dental programs to individuals and families.
It distributes these products and services through various
distribution methods such as its agent network, direct response
marketing companies, DRTV (Direct Response TV), inbound call
centers, in-house sales representatives, network marketing and
affinity marketing partners. The Company�s secondary line of
business is to place membership programs through these same
marketing channels. These membership programs utilize the same back
office and systems creating marketing efficiencies to provide low
cost ancillary products such as pet insurance, home warranty,
involuntary unemployment insurance, and accident insurance.
This press release contains forward-looking statements that are
subject to risks and uncertainties. These forward-looking
statements include information about possible or assumed future
results of our business, including anticipated growth and
geographic expansion, new products and services, new business
development and opportunities, anticipated revenues, possible
reduction or elimination of material weaknesses, anticipated
revenue growth, expenses, profitability, losses and profit margins.
In some cases, you may identify forward-looking statements by words
such as "may," "should," "plan," "intend," "potential," "continue,"
"believe," "expect," "predict," "anticipate" and "estimate," the
negative of these words or other comparable words. These statements
are only predictions. One should not place undue reliance on these
forward-looking statements. The forward-looking statements are
qualified by their terms and/or important factors, many of which
are outside the Company's control, involve a number of risks,
uncertainties and other factors that could cause actual results and
events to differ materially from the statements made. The
forward-looking statements are based on the Company's beliefs,
assumptions and expectations of the Company�s future performance,
taking into account information currently available to the Company.
These beliefs, assumptions and expectations can change as a result
of many possible events or factors, including those events and
factors described in "Risk Factors" in the Company�s Annual Report
on Form 10-KSB for 2008 filed with the Securities and Exchange
Commission, not all of which are known to the Company. The Company
will update the information in this press release only to the
extent required under applicable securities laws. If a change
occurs, the Company's business, financial condition, liquidity and
results of operations may vary materially from those expressed in
the aforementioned forward-looking statements.
Amacore (CE) (USOTC:ACGI)
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