Form 8-K Alliance HealthCare Serv For: Dec 08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2016
ALLIANCE HEALTHCARE SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 1-16609 | 33-0239910 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
100 Bayview Circle, Suite 400
Newport Beach, CA 92660
(Address of principal executive offices, including zip code)
(949) 242-5300
(Registrants telephone number, including area code)
Not Applicable
(Former address of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01: Other Events.
On December 12, 2016, Alliance HealthCare Services, Inc. (the Company) issued a press release announcing its receipt of a letter (the Expression of Interest) describing a non-binding proposal from Tahoe Investment Group Co., Ltd. (Tahoe), formerly known as Fujian Thai Hot Investment Co., Ltd, to acquire all of the outstanding shares of common stock of the Company that are not currently owned by THAIHOT Investment Company Limited (THAIHOT), an indirect wholly owned subsidiary of Tahoe, at a cash purchase price of $9.60 per share. The Board of Directors of the Company has authorized a Special Committee, comprised solely of directors not affiliated with Tahoe, to evaluate the proposal. The Special Committee has engaged independent legal counsel and intends to engage an independent financial advisor to assist in its evaluation of such proposal. In addition, the Special Committee has agreed to waive a provision in the Governance, Voting and Standstill Agreement, dated as of March 29, 2016, by and among the Company, Tahoe and THAIHOT that prohibits THAIHOT and its affiliates from proposing to acquire additional shares of the Companys common stock. The waiver is for the limited purpose of submitting the Expression of Interest to the Special Committee. The Expression of Interest and the press release announcing the Companys receipt thereof are attached hereto as Exhibit 99.1 and 99.2, respectively.
Item 9.01: Financial Statements and Exhibits.
(d) | Exhibits |
The following exhibits are filed with this Form 8-K:
99.1 | Letter, dated December 8, 2016, from Tahoe Investment Group Co., Ltd. to the Board of Directors of Alliance HealthCare Services, Inc. | |
99.2 | Press release, dated December 12, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | December 12, 2016 | /s/ Rhonda Longmore-Grund | ||||||
Name: | Rhonda Longmore-Grund | |||||||
Title: | Executive Vice President, Chief Financial Officer |
Exhibit 99.1
TAHOE INVESTMENT GROUP CO., LTD.
No. 333 Wusibei Road
Fuzhou City, Fijian Province, China
Board of Directors
AllianceHealthcare Services, Inc.
100 Bayview Circle, Suite 400
Newport Beach, California 92660
December 8, 2016
Dear Members of the Board:
Tahoe Investment Group Co., Ltd., formerly known as Fujian Thai Hot Investment Co., Ltd. (Tahoe), is pleased to submit this proposal to acquire all of the outstanding common shares of Alliance Healthcare Services, Inc. (Alliance Healthcare) that are not currently owned by THAIHOT Investment Company Limited, an indirect wholly-owned subsidiary of Tahoe (TICL), at a purchase price of $9.60 per share in cash. The proposed transaction will not be subject to a financing condition.
The $9.60 per share price represents a 20% premium over AllianceHealthcares last closing price, a premium of approximately 29.4% to its average closing price during the last 90 trading days, and a premium of approximately 41.2% to its average closing price during the last 180 trading days.
As you know, Tahoe, through TICL, owns approximately 52% of the outstanding Alliance Healthcare common shares, and a majority of AllianceHealthcares board of directors werenominated by Tahoe in accordance with the terms of the Governance, Voting and Standstill Agreement dated as of March 29, 2016 by and between Tahoe, TICL and Alliance Healthcare (the Standstill Agreement). We agree that the AllianceHealthcare board of directors shall appoint a special committee of independent and disinterest directors to consider our proposed transaction and make a recommendation to the board of directors. We further agree that the special committee shall retain its own independent legal and financial advisors to assist in its review of our proposed transaction. We will not move forward with the transaction unless it is approved by such special committee.
None of the Alliance Healthcare directors who were nominated by of Tahoe and its affiliates will participate in the consideration of our proposal by Alliance Healthcare, the special committee or the special committees advisors. In addition, the transaction will be subject to a non-waivable condition requiring approval of a majority of the shares of Alliance Healthcare not owned by Tahoe or its affiliates. We intend to implement the proposed transaction in a manner that will ensure that Alliance Healthcare will become a wholly-owned subsidiary of Tahoe and/or its affiliates and that all shareholders of Alliance Healthcare will receive the same consideration for their shares in the proposed transaction.
We currently intend that following completion of the proposed transaction, AllianceHealthcares business will continue to be run in a manner that is generally consistent with its current operations and does not currently contemplate making any significant changes in Alliance Healthcares strategic or operating philosophy or its business. Alliance Healthcare would proceed to operate as a separate company 100% owned by Tahoe and/or its affiliates.
Given our knowledge of Alliance Healthcare, we are in a position to complete the transaction in an expedited manner and to promptly enter into discussions regarding a merger agreement with the special committee and its advisors providing for the acquisition of the remaining AllianceHealthcare shares.
We are aware that the terms of the Standstill Agreement prohibit us from acquiring or proposing to acquire additional shares of the equity interests in Alliance Healthcare, and from making any public announcement in connection therewith. We are therefore submitting this proposal to you subject to the granting by the Unaffiliated Directors (as defined in the Standstill Agreement) of waiver of any relevant provisions of the Standstill Agreement that would otherwise prohibit, prevent or hinder us from making this proposal and from making public announcement of this proposal. We hereby ask the Unaffiliated Directors (as defined in the Standstill Agreement) to allow us to make this proposal and to pursue the proposed transaction.
In considering our proposal, you should know that in our capacity as a shareholder of Alliance Healthcare we are interested only in acquiring the shares of AllianceHealthcare not already owned by Tahoe and its affiliates and that in such capacity we have no interest in selling any of the shares owned by us in Alliance Healthcare nor would we expect, in our capacity as a shareholder, to vote in favor of any alternative sale, merger or similar transaction involving AllianceHealthcare.
We have engaged Skadden, Arps, Slate, Meagher & Flom LLP as our legal advisor for the proposed transaction.
Due to our obligations under the securities laws, should the Unaffiliated Directors grant us the waiver to submit this proposal, we intend to timely file a Schedule 13D amendment with the Securities and Exchange Commission.
This indication of interest is non-binding and no agreement, arrangement or understanding between the parties will be created until such time as definitive documentation has been executed and delivered by Tahoe and all other appropriate parties and the agreement, arrangement or understanding has been approved by Tahoes boards of directors.
We believe that our proposal represents an attractive opportunity for Alliance Healthcares shareholders to receive a significant premium to Alliance Healthcares current and recent share prices. We welcome the opportunity to meet with the special committee and/or its advisors to discuss our proposal.
We look forward to your response.
Sincerely, | ||||
Tahoe Investment Group Co., Ltd. | ||||
By: | ||||
| ||||
Name: | Qisen Huang | |||
Title: | Chairman |
2
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT
Rhonda Longmore-Grund
Executive Vice President
Chief Financial Officer
949.242.5300
ALLIANCE HEALTHCARE SERVICES RECEIVES AN EXPRESSION OF
INTEREST FROM ITS CONTROLLING SHAREHOLDER TO ACQUIRE ALL
OUTSTANDING SHARES
NEWPORT BEACH, CA December 12, 2016 Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the Company, Alliance, we or our), a leading national provider of outsourced radiology, oncology and interventional services, announced today that it has received a letter (the Expression of Interest) describing a non-binding proposal from Tahoe Investment Group Co., Ltd. (Tahoe), formerly known as Fujian Thai Hot Investment Co., Ltd, to acquire all of the outstanding common shares of Alliance that are not currently owned by THAIHOT Investment Company Limited (THAIHOT), an indirect wholly owned subsidiary of Tahoe. Tahoe has proposed a purchase price of $9.60 per share in cash.
As previously disclosed on March 29, 2016, Tahoe, through its subsidiary, completed the purchase of the majority interest in Alliance, owning an aggregate of approximately 52% of outstanding common stock, and entered into a Governance, Voting and Standstill Agreement (the Governance Agreement) with the Company.
The Board of Directors of the Company has authorized a Special Committee, comprised solely of directors not affiliated with Tahoe, to evaluate the Expression of Interest. The Special Committee has engaged independent legal counsel and intends to engage an independent financial advisor to assist in its evaluation of the Expression of Interest. In connection with the Expression of Interest, the Special Committee has agreed to waive the provision of the Governance Agreement prohibiting THAIHOT and its affiliates, including Tahoe, from proposing to acquire additional shares of the Companys common stock. The waiver is for the limited purpose of submitting the Expression of Interest to the Special Committee.
The Expression of Interest indicated that any transaction with Tahoe would be subject to approval by the Special Committee and a non-waiveable condition requiring approval of a majority of the shares of Alliance not owned by Tahoe or is affiliates. Tahoe also indicated that the proposed transaction would not be subject to a financing condition.
About Alliance HealthCare Services
Alliance HealthCare Services (NASDAQ: AIQ) is a leading national provider of outsourced healthcare services to hospitals and providers. We also operate freestanding outpatient radiology, oncology and interventional services clinics, and Ambulatory Surgical Centers (ASC) that are not owned by hospitals or providers. Diagnostic radiology services are delivered through the Radiology Division (Alliance HealthCare Radiology), radiation oncology services are delivered through the Oncology Division (Alliance Oncology), and interventional and pain management services are delivered through the Interventional Division (Alliance Interventional). Alliance is the nations largest provider of advanced diagnostic mobile imaging services, an industry-leading operator of fixed-site imaging centers, and a leading provider of stereotactic radiosurgery nationwide. As of September 30, 2016, Alliance operated 619 diagnostic radiology and radiation therapy systems, including 112 fixed-site radiology centers across the country, and 32 radiation therapy centers and SRS facilities. With a strategy of partnering with hospitals, health systems and physician practices, Alliance provides quality clinical services for over 1,000 hospitals and other healthcare partners in 45 states, where approximately 2,400 Alliance Team Members are committed to providing exceptional patient care and exceeding customer expectations. For more information, visit www.alliancehealthcareservices-us.com.
About Tahoe
Tahoe is an investment holding company based in Fuzhou, China, holding a diversified portfolio of assets in various industries including real estate development, securities, hospitality, biomedicine and healthcare. Tahoe was founded in 1996 and its total assets exceeded $13 billion as of December 31, 2015. Tahoes diversified portfolio includes controlling ownership in Thai Hot Group, one of the leading real-estate developers in China listed on the Shenzhen Stock Exchange (SZSE:000732). Tahoe is also the third largest shareholder of the Shanghai Stock Exchange listed Dongxing Securities (SHSE:601198). Tahoe expanded its business landscape to include biomedicine and healthcare industry by acquiring a large-scale pharmaceutical company. In early 2015, Tahoe made healthcare and medical services one of its top priorities, including radiology and oncology, and it intends to expand healthcare services in mainland China to an underserved healthcare marketplace. Qisen Huang is the Founder and Chairman of Tahoe.
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, without limitation, the Companys long-term value proposition, growth and international market and other opportunities. Forward-looking statements can be identified by the
use of forward looking language such as believe, anticipate, expect, estimate, intend, plan, project, will be, will continue, will result, could, may, might, or any variations of such words with similar meanings. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. These statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For a complete list of risks and uncertainties, please refer to the Risk Factors section of the Companys Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission.
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