American Medical Alert Corporation (AMAC), a developer of remote health monitoring and 24/7 communication services for patient services, has entered into a definitive agreement to be acquired by Tunstall Healthcare Group Limited, a telehealth and telecare technologies developer, for approximately $82.3 million.
Tunstall will acquire all of the outstanding common shares of AMAC for $8.55 per share in cash without interest, representing a premium of approximately 50 percent over AMAC’s closing share price on Sept. 22, plus one contingent payment right per share providing a contingent cash payment for the holder of such common share in the event of a sale of AMAC’s interests in the Lifecomm joint venture or prior sale of Tunstall under certain conditions.
The transaction is expected to close at the end of the fourth quarter of this year, according to AMAC.
Based in New York City, AMAC has two business divisions. The first is health and safety monitoring systems, which includes a portfolio of remote patient monitoring devices and services including personal emergency response systems (PERS), mobile PERS, medication management and telehealth. The second division is Telephony Based Communication Services, AMAC’s contact center services group, which provides concierge level communication services to types of healthcare entities, including physician groups, hospitals, homecare and the pharmaceutical industry.
AMAC’s board of directors unanimously approved the transaction, which is subject to customary closing conditions, including approval of AMAC’s shareholders, but is not subject to any financing conditions and has the support of Tunstall’s majority shareholder. In conjunction with the acquisition, directors and officers of AMAC, holding approximately 26 percent of the outstanding common shares of AMAC, have agreed to vote in favor of the transaction.
A special meeting of AMAC’s shareholders will be held after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders. Upon completion of the acquisition, AMAC will become a private company wholly owned by an affiliate of Tunstall.
Jefferies served as financial adviser and Latham & Watkins served as legal adviser to Tunstall. Houlihan Lokey acted as exclusive financial adviser and Moses & Singer acted as legal adviser to AMAC in this transaction.