SunLink Health Systems, Inc. (NYSE MKT: SSY)
today announced that it has extended its odd lot tender offer, due to expire on March 12, 2013, until 5:00 P.M., New York City Time, on March 26, 2013. The odd lot tender offer has been extended to allow the shareholders of SunLink additional time to evaluate the Company’s Offer to Purchase, an amended copy of which was filed with the SEC on March 7, 2013. SunLink is continuing to offer to purchase for cash all of its common shares held by holders of 99 or fewer shares of SunLink as of a January 31, 2013 record date, in a tender offer at a purchase price of $1.50 per share. The Offer price represents a premium of approximately 19% to the closing price of the Company’s common shares of $1.26 on the NYSE Amex Equities stock exchange as of the close of business on February 4, 2013, the initial date of the Offer and represents a premium of approximately 117% to the closing price of the Company’s common shares on March 6, 2013 of $0.69 per share. In addition to the $1.50 per share purchase price, SunLink is continuing to offer each tendering holder of 99 or fewer shares a $100 bonus upon completion of the Offer for properly executed tenders of all shares beneficially owned by such holder which are received and not withdrawn prior to the Expiration Time of the Offer. The cash bonus is being offered on a per holder basis to incentivize each odd lot shareholder to tender their shares. In connection with the Offer, SunLink reiterated that if the results of the Offer allow, it intends to deregister and delist its common shares and take the Company private.
The Company also announced that it was waiving as conditions to the Offer that there not be: (1) a 10% or greater decrease in the market price of SunLink shares compared to the close of business on February 4, 2013 or any change in the general political, market, economic or financial conditions in the United States or abroad that would have, in SunLink’s reasonable judgment, a material adverse effect on its business, condition (financial or otherwise), income, operations or prospects or that of its subsidiaries, taken as a whole, or on the trading in its shares; and (2) any decline in the NYSE Amex Equities stock exchange composite index, the NYSE Composite Index, the NASDAQ Composite Index, the Dow Jones Industrial Average, the S&P 500 Composite Index or the Russell Microcap Index of at least 10% measured from the close of business on February 4, 2013.