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8-K - FORM 8-K - AMERICA SERVICE GROUP INC /DE | g26674e8vk.htm |
Exhibit 99.1
To:
|
Corporate Employees | |
From:
|
Rich Hallworth | |
Subject:
|
Merger Integration Communications | |
Date:
|
March 30, 2011 |
When I first met with you to inform you of the upcoming merger, I told you that I would
regularly communicate with you regarding the progress we are making toward that goal. This memo is
the first in a series of such written updates you will receive over the coming months.
One important but unfortunate development I want to provide you is a change in the anticipated
leadership of our combined company. When I spoke with you, I told you that we expected Mike Taylor
to be the Chief Financial Officer of the merged company. After 10 years with the company, Mike has
made a personal decision that, after closing of the merger, which he will see through to
completion, he will pursue another career path rather than continue on as the CFO in the merged
company. His decision is purely a personal one and does not reflect any reservations about the
merger, which he fully supports and will help close, or our future opportunities.
I am deeply sorry that Mike has decided to explore alternate career paths. Mike has been a trusted
confidante with outstanding skills well beyond the job requirements of a CFO. Ill miss him both
personally and professionally as we launch our new company. I plan to conduct a national search
for Mikes replacement.
Over the last few weeks, we have begun in earnest the tasks of planning for the integration of our
two companies. To that end, an Integration Planning Kickoff Meeting was held on March
17th in Brentwood, TN. Attending the meeting were those from Correctional Medical
Services (CMS) and PHS Correctional Healthcare (PHS) who have been identified as Functional Team
Leads, Project Managers assigned to the integration process, and various other members of senior
management from both companies.
Stuart Campbell opened the Integration Planning Kickoff Meeting with a reminder about the rationale
behind the merger of these two companies, including:
Preparing for industry growth The combined company will be well-positioned to serve a rapidly
growing number of government agencies seeking private sector alternatives to manage correctional
healthcare and most effectively use taxpayer dollars. In addition, we will gain efficiencies that
will make the combined company a more competitive bidder and better able to meet the criteria in
correctional healthcare RFPs.
Complementary strengths As you know, PHS has historically had a greater presence in shared risk
models where care is delivered in large jail systems, while CMS has historically had a greater
presence in delivering care in statewide, full-risk contracts on behalf of prison systems. Another
example of our complementary strengths is in the area of technology, where CMS has an extensive
business intelligence/data warehouse and PHS has a proprietary electronic health records system
specifically created for the unique needs of correctional healthcare.
Additional resources for clients As a combined company we will have the resources needed to
invest in systems and innovations required to meet the evolving needs of our clients. In addition,
the combined company will be better positioned to leverage a larger labor pool and therefore have
greater ability to staff contract sites with quality medical and administrative professionals.
Attracting the best people We have the best people in the business and working together, we will
be even more attractive to other talent wishing to join us. By combining two of the countrys
leading correctional healthcare providers, after closing, we will create a single team with
best-in-class experience, staffing depth, best practices and leadership on a solid financial
platform.
Opportunity for synergies While efficiencies will be created in certain corporate functions, no
change is anticipated among those staff members who work in correctional facilities and in direct
support of our contracts with corrections agencies.
Stuart also outlined the following Integration Objectives to guide the integration planning
process:
| Create One Company, One Culture | ||
| Keep our clients at the forefront | ||
| Make decisions based on the future, not the past | ||
| Be nimble; move quickly | ||
| Capture synergies | ||
| Treat employees fairly; communicate |
We have set up a structure to analyze and make the hundreds of decisions that will be needed to put
these two companies together. I want to share with you some of the foundational elements of how
the integration planning will work, beginning with the functional workgroup structure. Functional
Workgroups and Team Leads are outlined in the table below.
Workgroup | CMS Team Lead | PHS Team Lead | ||
Overall Transition Leaders
|
Reed Heflin, EVP, PharmaCorr | Larry Pomeroy, President, State Corrections |
||
Finance/Treasury
|
Todd Sparlin VP, Finance | Jimmy Sprouse, VP Finance | ||
Legal
|
Allison Taylor Assistant General Counsel | Scott King Sr. VP & Chief Legal Officer | ||
Operations
|
Stuart Campbell President and COO | |||
Business Development
(Sales) and Marketing
|
Jeff Winter VP, New Business Development | Jon Walker Sr. VP, Business Development | ||
Human Resources (Note:This team supported by Bob Fleetwood & Dave McDaniel, External Consultants) |
Sally Powers Sr. VP, Human Resources | Ray Langham Sr. VP, Chief HR Officer | ||
Claims; Business
Intelligence and
Reporting; Purchasing/
Contracting
|
Scot Ward VP, Business and Operations Analysis | Therese Brumfield VP, Provider Operations | ||
Network Infrastructure
and Help Desk
|
Kevin Heuser Director, Security, Network Operations & Support Services | Kawai Wong VP, Information Technology | ||
Application Development
and Clinical Systems
|
Brian Holman VP, Information Technology | Steve Hernandez Sr. VP, CIO | ||
Clinical and Pharmacy
|
Dr. Jack Davidson Chief Medical Officer, Executive VP | Dr. Carl Keldie Sr. VP, Chief Medical Officer | ||
Risk Management
|
Mel Mahoney, VP Acquisitions/Treasurer |
John McCauley Sr. VP, Chief Risk Officer |
As I mentioned in the town hall meetings, regular communications with employees throughout the
integration planning process is critical. Jon Walker will be working with Lorie White, Sr.
Director HR, Organization Development & Training at CMS, Stuart Campbell and me to send out a
weekly message to all corporate employees and managers in operations, along with talking points for
you to use for employee meetings and/or individually. As our Communication Team Leaders, Jon and
Lorie are committed to providing you with as much information as possible throughout the merger
planning and integration process. Your consistent participation in this communication process is
critical; without effective, well-controlled communications, the rumor mill can and will create
stories that may have little or nothing to do with the facts.
Our target close date for the transaction is early June 2011. There is significant work to be
accomplished both prior to close and within 90-180 days post-close. As stated above, our goal is
to keep you informed and up-to-date so that you can, in turn, do the same for your employees.
Please forward questions to me and remind your team members about our new employee communications
portal that is accessible through our company website (www.asgr.com) where
questions can be submitted and where new information will be posted on a regular basis.
This is an exciting time for our company and our future is filled with opportunity. I appreciate
your continuing support of our work on behalf of our valued clients.
Additional Information and Where to Find It
In connection with the proposed merger, America Service Group will file with the SEC a proxy
statement with respect to the special meeting of stockholders that will be held to consider the
merger. When completed and filed, the definitive proxy statement and a form of proxy will be
mailed to the stockholders of America Service Group. BEFORE MAKING ANY VOTING DECISION, AMERICA
SERVICE GROUPS STOCKHOLDERS ARE STRONGLY URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER
CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICA SERVICE
GROUP AND THE PROPOSED MERGER. America Service Groups stockholders will be able to obtain,
without charge, a copy of the proxy statement and other relevant documents filed with the SEC (in
each case, when available) from the
SECs website at http://www.sec.gov. America Service Groups stockholders will also be able to
obtain, without charge, a copy of the proxy statement and other relevant documents (in each case,
when available) by directing a request by mail or telephone to America Service Group, Attn: Scott
King, General Counsel, 105 Westpark Drive, Suite 200, Brentwood, Tennessee, 37027, telephone:
(615)373-3100, or from the investor relations section of America Service Groups website at
www.asgr.com.
Proxy Solicitation
America Service Group and its directors and officers may be deemed to be participants in the
solicitation of proxies from America Service Groups stockholders with respect to the proposed
merger. More detailed information regarding the identity of the potential participants, and their
direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in connection with the proposed merger.
Information regarding America Service Groups directors and executive officers and their ownership
of America Service Groups common stock is also available in America Service Groups definitive
proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010
and updated on May 28, 2010.