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8-K - FORM 8-K - AMERICA SERVICE GROUP INC /DE | g27418e8vk.htm |
EXHIBIT 99.1
Contact:
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Richard Hallworth President and Chief Executive Officer (615) 376-0669 |
Michael W. Taylor Executive Vice President and Chief Financial Officer (615) 376-0669 |
AMERICA SERVICE GROUP ANNOUNCES
RESULTS OF STOCKHOLDER VOTE
RESULTS OF STOCKHOLDER VOTE
BRENTWOOD, Tennessee (June 1, 2011) America Service Group Inc. (the Company) (NASDAQ: ASGR),
the parent company of PHS Correctional Healthcare, Inc., today announced the results of a special
meeting held today to vote upon the previously announced merger (the Merger) pursuant to the
Agreement and Plan of Merger, dated March 2, 2011 (Merger Agreement), under which Valitás Health
Services, Inc. (Valitás), the parent company of Correctional Medical Services, Inc. (CMS),
would acquire the Company.
At the special meeting held today, the stockholders of the Company approved the proposal to adopt
the Merger Agreement. The adoption of the Merger Agreement required the affirmative vote of a
majority of the outstanding shares of Company common stock.
The closing of the Merger is expected to occur on June 3, 2011.
About America Service Group
America Service Group Inc., based in Brentwood, Tenn., is a nationwide provider of correctional
healthcare services in the United States. The Company, through its subsidiaries, provides a wide
range of healthcare programs to government agencies for the medical care of inmates. More
information about the Company can be found on its website at
www.asgr.com.
About Valitás Health Services
Valitás Health Services is the parent company of CMS, a nationwide provider of comprehensive
correctional healthcare services, offering a comprehensive suite of medical, dental, pharmacy and
mental health services for the incarcerated population. More information about Valitás can be
found at the CMS website at www.cmsstl.com.
Cautionary Statement
This press release contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Statements in this release
that are not historical facts, including statements about America Service Groups or managements
beliefs and expectations, constitute forward-looking statements and may be indicated by words or
phrases such as anticipates, estimates, plans, expects, projects, should, will,
believes or intends and similar words and phrases. Readers should not place undue reliance on
such forward-looking statements. Forward-looking statements involve inherent risks and
uncertainties. The material factors that could cause actual results to differ materially from
those expressed in forward-looking statements include, without limitation, the following: (1) the
inability to complete the Merger in a timely manner; (2) the inability to complete the Merger due
to the failure to satisfy conditions to completion of the Merger; (3) the occurrence of any event,
change or other circumstance that could give rise to the termination of the Merger Agreement; (4)
the failure to obtain the necessary debt financing arrangements set forth in the commitment letters
received by Valitás in connection with the Merger Agreement; (5) the impact of the substantial
indebtedness incurred to finance the consummation of the Merger; (6) the possibility that competing
offers will be made; (7) the effect of the announcement of the transaction on America Service
Groups business relationships, operating results and business generally, either before or after
the consummation of the transaction; (8) diversion of managements attention from ongoing business
concerns as a result of the pendency or consummation of the Merger; and (9) general economic or
business conditions and other factors. Additional information on risk factors that may affect the
business and financial results of America Service Group can be found in America Service Groups
most recent Annual Report on Form 10-K and in the filings of America Service Group made from time
to time with the SEC. America Service Group undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information, future events or otherwise.
-END-