Investigation Overview
San Diego, Sept. 22, 2011 (Shareholders Foundation) -- The announcement that American Medical Alert agreed to be acquired by Tunstall Healthcare Group Ltd for $8.55 per share prompted an investigation on behalf of investors of American Medical Alert (NASDAQ: AMAC) concerning whether the offer to acquire American Medical Alert and the buyout process are unfair to investors of American Medical Alert (AMAC) and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NASDAQ:AMAC shares.
The investigation by a law firm concerns whether the American Medical Alert, certain of its officers and directors, and/or others breached their fiduciary duties owed to American Medical Alert (NASDAQ:AMAC) investors in connection with the proposed acquisition.
On September 22, 2011, after the market closed, American Medical Alert Corp (Nasdaq: AMAC) announced that it has entered into a an agreement to be acquired by Tunstall Healthcare Group Limited, under which Tunstall Healthcare Group Limited will acquire all of the outstanding common shares of American Medical Alert Corp for $8.55 per share in cash without interest.
American Medical Alert Corp said that the $8.55offer represents a premium of approximately 50% over AMACs closing share price on September 22, 2011, plus one Contingent Payment Right (CPR) per share providing a contingent cash payment for the holder of such common share in the event of a sale of American Medical Alerts interests in the Lifecomm joint venture or prior sale of Tunstall Healthcare Group Limited under certain conditions.
Following the takeover news shares of American Medical Alert (Public, NASDAQ:AMAC) jumped from $5.55 on Thursday to $8.40 per share on Friday, Sept. 23, 2011.
However, American Medical Alerts performance increased over the past years. In fact, American Medical Alerts annual revenue rose from $35.65million for 07 to $40.77million for 2010 and its annual Net Income increased over the same time frame from $1.51million to $2.39million. Its second quarter Revenue 2011 rose from $9.71million a year earlier to $10.32million. Further, certain directors and officers of American Medical Alert, holding approximately 26% of the outstanding common shares of American Medical Alert, have already agreed to vote in favor of the transaction.
Therefore, the investigation concerns whether Tunstall Healthcare Group Limited would underpay for NASDAQ:AMAC shares, thus unlawfully harming American Medical Alert (NASDAQ:AMAC) stockholders, and whether the American Medical Alert Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to American Medical Alert (AMAC) shareholders by failing to adequately shop the Company before entering into this transaction. A potential securities class action lawsuit would seek to maximize the amount of money and information NASDAQ:AMAC shareholders would receive in a buyout, so the law firm.