America Service Group Announces Results of Stockholder Vote
01 Junio 2011 - 11:18AM
Business Wire
America Service Group Inc. (the “Company”) (NASDAQ: ASGR),
the parent company of PHS Correctional Healthcare, Inc., today
announced the results of a special meeting held today to vote upon
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.
At the special meeting held today, the stockholders of the
Company approved the proposal to adopt the Merger Agreement. The
adoption of the Merger Agreement required the affirmative vote of a
majority of the outstanding shares of Company common stock.
The closing of the Merger is expected to occur on June 3,
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 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 satisfy 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.
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