America Service Group Announces Dismissal of Litigation
May 26 2011 - 12:15PM
Business Wire
America Service Group Inc. (the “Company”) (NASDAQ: ASGR),
the parent company of PHS Correctional Healthcare, Inc., today
announced the dismissal of the purported class action lawsuit filed
on behalf of the Company’s stockholders in the Chancery Court for
Davidson County, Tennessee, styled Colleen Witmer, individually and
on behalf of all others similarly situated, v. America Service
Group Inc., Valitás Health Services, Inc., Whiskey Acquisition
Corp., Burton C. Einspruch, William M. Fenimore, Jr., John W.
Gildea, Richard Hallworth, John C. McCauley, Michael W. Taylor and
Richard D. Wright. The complaint sought an order enjoining or
rescinding 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, together with other relief. The Company
noted that no consideration was paid or promised to the plaintiffs
in exchange for the dismissal.
Pursuant to the terms of the Merger Agreement, the closing of
the Merger remains subject to satisfaction or waiver of certain
other conditions, including the adoption of the Merger Agreement by
the stockholders of the Company. A special stockholders’ meeting to
vote upon the adoption of the Merger Agreement is scheduled for
June 1, 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 Correctional
Medical Services, Inc (“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
Group’s or management’s 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 obtain stockholder approval or the failure to satisfy other
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 Group’s business
relationships, operating results and business generally, either
before or after the consummation of the transaction; (8) diversion
of management’s 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 Group’s 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.
Additional Information and Where to Find It
In connection with the Merger, America Service Group has filed
with the SEC a proxy statement with respect to the special meeting
of stockholders that will be held to consider the Merger. The
definitive proxy statement and a form of proxy has been mailed to
the stockholders of America Service Group. BEFORE MAKING ANY VOTING
DECISION, AMERICA SERVICE GROUP’S STOCKHOLDERS ARE STRONGLY URGED
TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN
ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT
AMERICA SERVICE GROUP AND THE MERGER. America Service Group’s
stockholders are able to obtain, without charge, a copy of the
proxy statement and other relevant documents filed with the SEC
(when available) from the SEC’s website at http://www.sec.gov.
America Service Group’s stockholders are also able to obtain,
without charge, a copy of the proxy statement and other relevant
documents (when available) by directing a request by mail or
telephone to America Service Group Inc., Attn: Scott King, General
Counsel, 105 Westpark Drive, Suite 200, Brentwood, Tennessee,
37027, telephone: (615) 373-3100, or from the investor relations
section of America Service Group’s website at www.asgr.com.
Proxy Solicitation
America Service Group and its directors and officers may be
deemed to be participants in the solicitation of proxies from
America Service Group’s stockholders with respect to the special
meeting of stockholders that will be held to consider the Merger.
More detailed information regarding the identity of the potential
participants, and their direct or indirect interests, by securities
holdings or otherwise, is set forth in the proxy statement filed
with the SEC on April 28, 2011 and other materials filed with the
SEC in connection with the Merger. Information regarding America
Service Group’s directors and executive officers is also available
in America Service Group’s Annual Report on Form 10-K filed with
the SEC on March 3, 2011 and amended on April 29, 2011.
America Service (NASDAQ:ASGR)
Historical Stock Chart
From Aug 2024 to Sep 2024
America Service (NASDAQ:ASGR)
Historical Stock Chart
From Sep 2023 to Sep 2024