Air Methods Announces Cooperation Agreement With Voce Capital
March 22 2016 - 4:09PM
Air Methods Corporation (NASDAQ:AIRM) (“Air Methods” or the
“Company”), the global leader in air medical transportation, today
announced that it has entered into a Cooperation Agreement with
Voce Capital Management LLC (“Voce”), under which Air Methods will
expand the size of its Board of Directors and add Voce nominee
Joseph E. Whitters as a new independent director, effective
immediately. Mr. Whitters will also be appointed to the Board’s
Finance and Strategic Planning Committee and will stand for
election to the Board as part of the Company’s slate of director
nominees at the 2016 Annual Meeting of Shareholders. With the
addition of Mr. Whitters, the Air Methods Board now includes 12
directors, 11 of whom are independent. And upon the retirement
from the Board of George W. Belsey and Carl H. McNair, Major
General (Ret.) following the expiration of their terms at the 2016
Annual Meeting, the Air Methods Board will consist of 10 directors,
nine of whom will be independent.
In connection with the agreement, the Board has
also approved – and will seek shareholder approval at the 2016
Annual Meeting to adopt – a binding proposal to amend the Company’s
certification of incorporation and bylaws to declassify its Board
of Directors, such that all directors will be elected annually
commencing with the Class II directors up for re-election at the
2017 Annual Meeting. As part of this process, Aaron Todd, Air
Methods Chief Executive Officer, will once again serve as a Class
II director and stand for re-election at the 2017 Annual
Meeting.
“We appreciate the constructive input we have
received from Voce. Air Methods has long benefited from a strong
Board that comprises industry leaders, and we are pleased to
welcome Joe Whitters as a new independent director,” said C. David
Kikumoto, Chairman of the Air Methods Board of Directors. “We are
confident that he will add valuable healthcare investment
perspective to our Board as together we help guide Air Methods’
continued execution of its strategic initiatives to drive growth
and shareholder value.”
“As a longtime Air Methods investor, we believe the
Board will benefit from Joe’s considerable skills and experience,”
said J. Daniel Plants, Founder and Chief Investment Officer of
Voce. “We look forward to continuing to work constructively with
the Air Methods Board and management team to enhance value for all
shareholders. We also commend the Board for agreeing to bring
Voce’s shareholder proposal to de-stagger the Board to a vote at
the 2016 annual meeting.”
Pursuant to its agreement with Air Methods, Voce
has agreed to certain customary standstill and voting provisions.
The agreement will be filed on a Form 8-K with the Securities and
Exchange Commission.
About Joseph E. Whitters
Mr. Whitters is an Executive Partner of Frazier
Healthcare Partners, an investment firm. In addition to his
oversight of several private companies in Frazier’s portfolio, Mr.
Whitters has served on many public company boards, including those
of Mentor Corporation, Solexa, Luminent and Omnicell. He currently
serves on the boards of InfuSystems and PRGX Global and, from 2014
until October 2015, was a director of Rural Metro Corporation (and
Chairman of its Audit Committee) until its acquisition by Envision
Healthcare. Before his role at Frazier, Mr. Whitters held various
finance positions of increasing responsibility at First Health, a
managed care organization he helped take public as Chief Financial
Officer. Prior to that, he was Controller at United Healthcare. He
is a CPA and began his career in public accounting with Peat
Marwick.
About Air Methods
Air Methods Corporation (www.airmethods.com) is the
global leader in air medical transportation. The Air Medical
Services Division is the largest provider of air medical transport
services in the United States. The United Rotorcraft Division
specializes in the design and manufacture of aeromedical and
aerospace technology. The Tourism Division is comprised of Sundance
Helicopters, Inc. and Blue Hawaiian Helicopters, which provide
helicopter tours and charter flights in the Las Vegas/Grand Canyon
region and Hawaii, respectively. Air Methods' fleet of owned,
leased or maintained aircraft features approximately 500
helicopters and fixed wing aircraft.
About Voce Capital Management
Voce Capital Management LLC is a fundamental
value-oriented, research-driven investment adviser founded in 2011
by J. Daniel Plants. The San Francisco-based firm is 100%
employee-owned.
Forward Looking Statements
Certain statements contained in this letter may
constitute “forward looking statements,” including statements
regarding the Company’s growth, performance and strategic
initiatives. Stockholders should be aware that these forward
looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Company’s control,
which could cause actual results to differ materially from such
statements. Certain risks and uncertainties are disclosed from time
to time in our filings with the Securities and Exchange Commission
(the “SEC”). Except as required by law, the Company undertakes no
obligation to update or revise any forward looking statements.
Important Additional
Information
Air Methods intends to file a proxy statement with
the SEC in connection with the solicitation of proxies for the 2016
Annual Meeting (the “2016 Proxy Statement”). AIR METHODS
STOCKHOLDERS ARE URGED TO READ THE 2016 PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE
PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS THAT AIR METHODS WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
Air Methods, its directors and certain of its
executive officers and employees may be deemed to be participants
in the solicitation of proxies from Air Methods’ stockholders in
connection with the 2016 Annual Meeting. Additional information
regarding the identity of these potential participants and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the 2016 Proxy Statement and other materials
to be filed with the SEC in connection with the 2016 Annual
Meeting. Such information can also be found in Air Methods’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2014,
filed with the SEC on February 27, 2015 and in Air Methods’
definitive proxy statement for the 2015 Annual Meeting, filed with
the SEC on April 22, 2015. To the extent holdings of Air Methods’
securities have changed since the amounts shown in the definitive
proxy statement for the 2015 Annual Meeting, such changes have been
or will be reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with
the SEC.
Shareholders will be able to obtain, free of
charge, copies of the 2016 Proxy Statement and any other documents
filed by Air Methods with the SEC in connection with the 2016
Annual Meeting at the SEC’s website (www.sec.gov), at Air Methods’
website (www.airmethods.com) or by writing to Air Methods’
Corporate Secretary at Air Methods, 7211 South Peoria Street,
Englewood, Colorado 80112, or by calling Air Methods’ Corporate
Secretary at (303) 792-7400.
CONTACTS: Trent J. Carman, Chief
Financial Officer, (303) 792-7591. Please contact Christina Brodsly
at (303) 256-4122 to be included on the Company’s e-mail
distribution list.
MEDIA CONTACT:Joele Frank,
Wilkinson Brimmer KatcherJames Golden or Andrew Squire(212)
355-4449
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