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8-K - FORM 8-K - AMERICA SERVICE GROUP INC /DE | g26769e8vk.htm |
Exhibit 99.1
In keeping with our commitment to share merger-related news as soon as possible, I want to
provide you with an update regarding one of the expected regulatory reviews mentioned in prior
messages. As previously communicated, this transaction is subject to review by anti-trust
regulators, and the review process can be led by either the Department of Justice (DOJ) or the
Federal Trade Commission (FTC). Regulators have thirty (30) days after the parties file notice of
the transaction to respond; in our case that 30 day timeframe ends on Friday, April 8.
Last Friday, our attorneys were informed that the anti-trust review had been assigned to the FTC.
Unfortunately, because the FTC was not able to begin its review until late last week they will not
be able to complete the process by April 8. As a result, we have voluntarily extended the initial
anti-trust review by a period of 30 days to permit the FTC to complete its normal review process..
If the FTC completes its review before the expiration of the 30 day period, then they can provide
clearance before the end of the full 30 days. Even if they take the full 30 days to complete the
process, we anticipate receiving clearance from the FTC around the beginning of May.
We do not believe that this re-filing will change the timing of our expected merger. We still hope
and expect that we will be able to complete all requirements and close the transaction by early
June.
Since this is business as usual in a pending merger situation, we will not be formally
communicating this information to our clients; rather, we will informally share it during our
regular interactions with them over the next few days. We did, however, want to make you aware to
ensure you have the most current and accurate information available and will continue to keep you
informed as we move forward.
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.