SunLink Health Systems, Inc. (NYSE MKT:
today announced the final results of its odd lot tender offer (the “Offer”) which expired at 5:00 P.M., New York City Time, on March 26, 2013. In the Offer, SunLink offered to purchase for cash all of its common shares held by holders of 99 or fewer shares of SunLink as of January 31, 2013 at a purchase price of $1.50 per share. In addition to the $1.50 per share purchase price, SunLink offered 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of the Offer for properly executed tenders of all shares beneficially owned by such holder which were received and not withdrawn prior to the expiration time of the Offer. The cash bonus was offered on a per holder basis to incentivize odd lot shareholder to tender their shares. The immediate goal of the Offer was to reduce the number of record holders of the Company’s shares to fewer than 300, a required step in taking the Company private.
In accordance with the terms and conditions of the Offer, SunLink has accepted for purchase a total of 2,705 common shares of SunLink tendered by 68 holders pursuant to the Offer. As a result of the completion of the Offer, immediately following payment for the tendered shares, the Company expects that it will have approximately
9,443,334 common shares issued and outstanding and held by approximately 480 stockholders of record.
Because the Offer failed to accomplish the objective of reducing the number of record holders to fewer than 300, SunLink anticipates that it will take further actions to reduce the number of holders of record of the Company’s common shares in order to permit the Company to deregister the common shares with the SEC. As previously disclosed in the Company’s offer to purchase, the Board will likely consider other alternatives to achieve that result, including a further tender offer, a reverse stock split or cash out merger (in which a new corporation is formed to merge with the Company and holders of a limited number of Company shares are cashed out), so long as the Board continues to believe that deregistration remains in the Company’s best interests.