Allied Healthcare International Inc. to Be Acquired by Saga Group Limited
Allied Healthcare International Inc. to Be Acquired by Saga Group Limited - 2 Law Firms Announce Investigations
NEW YORK: Allied Healthcare International Inc. a leading homecare provider of health and social care in the United Kingdom and Ireland, announced that it has entered into a definitive agreement to be acquired by Saga Group Limited for $3.90 per share, which represents a premium of 59% to Allied's closing price on July 28, 2011 of $2.45. The aggregate purchase price for all outstanding shares of Allied common stock, including outstanding options, will be approximately $175 million.
The terms of the agreement were unanimously approved by Allied's Board of Directors. The transaction is not subject to a financing condition. Completion of the transaction is subject to the approval of Allied's shareholders and certain other terms and conditions customary for transactions of this type, including regulatory approvals. Completion of the transaction is expected to occur in the fourth calendar quarter of 2011.
"We are pleased to have entered into a transaction that will offer Allied shareholders an attractive valuation," said Sandy Young, Chief Executive Officer of Allied. "After a robust examination of the strategic alternatives available to the company, our board unanimously concluded that this transaction is in the best interests of our company and shareholders."
Dr. Jeffrey S. Peris, Chairman of Allied, stated, "Saga's acquisition of Allied provides the opportunity to realize value for our shareholders by leveraging Allied's quality achievements, operational excellence, and our talented personnel while continuing to meet our customer's healthcare needs."
Commenting on the acquisition, John Ivers, Chief Executive Officer of Saga Healthcare, said, "Our strategic intent has been to grow our healthcare division organically and through carefully selected acquisitions. I am therefore delighted that Allied is joining the Saga Group. Saga will be the UK's pre-eminent provider of domiciliary care. We are creating a nationally recognized and trusted provider of quality care in the home. I look forward to welcoming the staff and customers of Allied to the Saga family -- working together we have an exciting future."
Oppenheimer & Co. Inc. is acting as exclusive financial advisor to Allied and has rendered a fairness opinion in connection with the transaction to the Allied Board of Directors. Edwards Angell Palmer & Dodge LLP is acting as legal advisor to Allied. Credit Suisse Securities (Europe) Limited is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Herbert Smith LLP are acting as legal advisors to Saga.
Law Firm Brower Piven Announces Investigation of Allied Healthcare International Inc.
The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of Allied Healthcare International Inc. (“Allied”) (NASDAQ: AHCI) and other violations of state law by the board of directors of Allied relating to the proposed acquisition of the company by Saga Group Limited (“Saga”). The firm’s investigation seeks to determine, among other things, whether the board breached their fiduciary duties by failing to maximize shareholder value.
On July 29, 2011, Allied announced that it had entered into a definitive merger agreement to be acquired by Saga for $3.90 per share in cash, or an aggregate purchase price of approximately $175 million. According to the press release, the transaction is expected to close in the fourth quarter of 2011.
The press release states that the merger price represents a 59% premium to Allied’s closing price on July 28, 2011. However, as recent reports explain, Allied is a consistent earner, has a strong balance sheet, generates high returns on capital, is scalable, and is benefiting from many trends in the UK healthcare sector, economy, and demographics.
Faruqi & Faruqi, LLP Announces Investigation of Allied Healthcare International Inc.
Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Allied Healthcare International Inc. (“Allied Healthcare” or the “Company”) (NASDAQ: AHCI) for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to Saga Group Ltd. in an all-cash deal for about $175 million. Under the terms of the proposed transaction, which were unanimously approved by the Company’s Board of Directors, Allied Healthcare stakeholders will receive $3.90 in cash for each share of Allied Healthcare common stock. The transaction is expected to close in the fourth calendar quarter of 2011.