American Medical Alert Corp (Nasdaq: AMAC), a leading provider of remote health monitoring and 24/7 communication services that enhances care, accelerates response times, improves operational effectiveness and delivers sustainable patient services, has announced today that it has entered into a definitive agreement to be acquired by Tunstall Healthcare Group Limited, a leading telehealth and telecare provider. Tunstall will acquire all of the outstanding common shares of AMAC for $8.55 per share in cash without interest, representing a premium of approximately 50% over AMAC’s closing share price on September 22, 2011, plus one Contingent Payment Right (CPR) per share providing a contingent cash payment for the holder of such common share in the event of a sale of AMAC’s interests in the Lifecomm joint venture or prior sale of Tunstall under certain conditions. The transaction is expected to close at the end of the fourth quarter of 2011.
Based in New York, AMAC has two business divisions. The first is Health and Safety Monitoring Systems (HSMS) which includes a rich portfolio of remote patient monitoring devices and services including personal emergency response systems (PERS), mobile PERS, medication management and telehealth. The second division is Telephony Based Communication Services (TBCS), AMAC’s contact center services group, which provides concierge level communication services to all types of healthcare entities, including physician groups, hospitals, homecare and the pharmaceutical industry.
AMAC’s board of directors unanimously approved the transaction, which is subject to customary closing conditions, including approval of AMAC’s shareholders, but is not subject to any financing conditions and has the full support of Tunstall’s majority shareholder. In conjunction with the acquisition, directors and officers of AMAC, holding approximately 26% of the outstanding common shares of AMAC, have agreed to vote in favor of the transaction.
“We believe the decision by the board to merge with Tunstall is good for shareholders, employees and our customers,” said Jack Rhian, President and Chief Executive Officer of AMAC. “Tunstall’s longstanding culture of engineering excellence, technological innovation and commitment to providing seniors with the tools to live independently is perfectly aligned with AMAC’s mission. By joining with Tunstall, AMAC will have unprecedented access to its world class engineering and product portfolio as well as its global operating resources. This transaction will allow AMAC to rapidly accelerate the scope of our portfolio in both remote patient monitoring and call center solutions thereby benefiting our entire customer base.”
Gil Baldwin, Chief Executive Officer of Tunstall commented “AMAC will make a great addition to the Tunstall Group. We share the same vision and complement each other in a number of areas. AMAC will support our ambitious growth plans in the United States. As one of the largest providers of PERS in the US with 75,000 subscribers nationwide and a strong reach within hospital systems, home healthcare, government agencies and senior living facilities, I believe there will be far reaching benefits for all of our customers, partners and employees of the Group.”
A special meeting of AMAC’s shareholders will be held after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders. Upon completion of the acquisition, AMAC will become a private company wholly owned by an affiliate of Tunstall.
Jefferies served as financial adviser and Latham & Watkins LLP served as legal adviser to Tunstall. Houlihan Lokey acted as exclusive financial adviser and Moses & Singer LLP acted as legal adviser to AMAC in this transaction.
Source: Tunstall Healthcare
published: September 30, 2011 in: Companies, Mergers and Acquisitions, News