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8-K - FORM 8-K - ALLIED HEALTHCARE INTERNATIONAL INC | c20624e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - ALLIED HEALTHCARE INTERNATIONAL INC | c20624exv99w2.htm |
Exhibit 99.1
Allied Healthcare International Inc. to be Acquired by Saga Group Limited
Shareholders to Receive $3.90 Per Share in Cash
NEW YORK July 29, 2011 Allied Healthcare International Inc. (NASDAQ: AHCI), a leading
homecare provider of health and social care in the United Kingdom and Ireland, announced that it
has entered into a definitive agreement to be acquired by Saga Group Limited for $3.90 per share,
which represents a premium of 59% to Allieds closing price on July 28, 2011 of $2.45. The
aggregate purchase price for all outstanding shares of Allied common stock, including outstanding
options, will be approximately $175 million.
The terms of the agreement were unanimously approved by Allieds Board of Directors. The
transaction is not subject to a financing condition. Completion of the transaction is subject to
the approval of Allieds shareholders and certain other terms and conditions customary for
transactions of this type, including regulatory approvals. Completion of the transaction is
expected to occur in the fourth calendar quarter of 2011.
We are pleased to have entered into a transaction that will offer Allied shareholders an
attractive valuation, said Sandy Young, Chief Executive Officer of Allied. After a robust
examination of the strategic alternatives available to the company, our board unanimously concluded
that this transaction is in the best interests of our company and shareholders.
Dr. Jeffrey S. Peris, Chairman of Allied, stated Sagas acquisition of Allied provides the
opportunity to realize value for our shareholders by leveraging Allieds quality achievements,
operational excellence, and our talented personnel while continuing to meet our customers
healthcare needs.
Commenting on the acquisition, John Ivers, Chief Executive Officer of Saga Healthcare, said, Our
strategic intent has been to grow our healthcare division organically and through carefully
selected acquisitions. I am therefore delighted that Allied is joining the Saga Group. Saga will be
the UKs pre-eminent provider of domiciliary care. We are creating a nationally recognized and
trusted provider of quality care in the home. I look forward to welcoming the staff and customers
of Allied to the Saga family working together we have an exciting future.
Oppenheimer & Co. Inc. is acting as exclusive financial advisor to Allied and has rendered a
fairness opinion in connection with the transaction to the Allied Board of Directors. Edwards
Angell Palmer & Dodge LLP is acting as legal advisor to Allied. Credit Suisse Securities (Europe)
Limited is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Herbert
Smith LLP are acting as legal advisors to Saga.
ABOUT ALLIED HEALTHCARE INTERNATIONAL INC.
Allied Healthcare International Inc. is a leading homecare provider of health and social care in
the United Kingdom and Ireland. Allied operates a community-based network of approximately 120
branches with the capacity to provide carers (known as home health aides
in the US), nurses, and
specialized medical personnel to locations covering approximately 90% of the UK population.
http://www.alliedhealthcare.com/
ABOUT SAGA GROUP LIMITED
Saga Group is the UKs leading provider of products and services specifically designed for people
aged 50 and over. With 2.7 million customers, Saga provides insurance, savings, financial advice,
care services, holidays, and publishes Saga Magazine. http://www.saga.co.uk/
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Allied will file a Form 8-K with the Securities and Exchange Commission (the SEC) regarding the
transaction, which will include a copy of the definitive agreement. All parties desiring details
regarding the conditions of this transaction are urged to review the contents of the definitive
agreement, which will be available at the SECs website at http://www.sec.gov/.
In connection with the proposed merger, Allied will file a proxy statement and other documents with
the SEC. We urge shareholders to carefully read the proxy statement and any other documents filed
with the SEC when they become available because they will contain important information about
Allied, the proposed merger and related matters. A copy of the proxy statement will be sent to
shareholders seeking their approval of the proposed merger.
Shareholders also will be able to obtain a copy of the proxy statement (when available) and other
documents filed by Allied free of charge at the SECs web site, http://www.sec.gov, or at the SECs
public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. In addition,
documents filed by Allied can be obtained by contacting Allied at the following address and
telephone number: 245 Park Avenue, 39th floor, New York, NY 10167, 212-750-0064, or from
Allieds website, http://www.alliedhealthcare.com/.
Allied and its officers, directors and certain other employees may be soliciting proxies from its
shareholders in favor of the proposed merger and may be deemed to be participants in the
solicitation under the rules of the SEC. Information regarding Allieds directors and executive
officers is available in its proxy statement relating to its 2011 annual meeting of shareholders,
which was filed with the SEC on May 3, 2011. Other information regarding the direct or indirect
interests, by security holdings or otherwise, of the participants in the solicitation will be set
forth in the proxy statement relating to the merger when it becomes available.
Statements about the expected timing, completion, and effects of the proposed transaction and all
other statements in this release, other than historical facts, constitute forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in their entirety by reference to
the following cautionary statements. All forward-looking statements speak only as of the date
hereof and are based on current expectations and involve a number of assumptions, risks, and
uncertainties that could cause the actual results to differ materially from such forward-looking
statements. Allied and Saga may not be able to complete the proposed transaction on the terms
described above, on other acceptable terms, or at all because of a number of factors, including the
failure to obtain shareholder approval, the failure to obtain the necessary regulatory approvals,
or the failure to satisfy the other closing conditions. These factors, and other factors that may
affect the business or financial results of Allied, are described in Allieds filings with the SEC,
including Items 1, 1A and 7 of Allieds annual report on Form 10-K for the fiscal year ended
September 30, 2010.
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Contacts
Allied
Allied Healthcare International Inc.
Sandy Young
Chief Executive Officer
Paul Weston
Chief Financial Officer
+44 (0) 1785 810 600
Or
ICR, LLC
Sherry Bertner
Managing Director
+1 646 277 1247
sherry.bertner@icrinc.com
Allied
Allied Healthcare International Inc.
Sandy Young
Chief Executive Officer
Paul Weston
Chief Financial Officer
+44 (0) 1785 810 600
Or
ICR, LLC
Sherry Bertner
Managing Director
+1 646 277 1247
sherry.bertner@icrinc.com
Saga
Saga Group Limited
Paul Green
Head of Communication, Saga Group Limited
+44 (0) 1303 776 023
paul.green.pr@saga.co.uk
Saga Group Limited
Paul Green
Head of Communication, Saga Group Limited
+44 (0) 1303 776 023
paul.green.pr@saga.co.uk
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