Business
REGIONAL HEALTH PROPERTIES AND SUNLINK HEALTH SYSTEMS REVISE ALL-STOCK MERGER TRANSACTION
REGIONAL HEALTH PROPERTIES AND SUNLINK HEALTH SYSTEMS REVISE ALL-STOCK MERGER TRANSACTION.
About this update from Regional Health Properties, Inc.
[{"type":"text","content":"\n Atlanta, GA, April 15, 2025 (GLOBE NEWSWIRE) -- Regional Health Properties, Inc. (“Regional”) (OTCQB: RHEP) (OTCQB: RHEPA) and SunLink Health Systems, Inc. (“SunLink”) (NYSE American: SSY) jointly announced today that they have entered into an amended and restated agreement and plan of merger (the “merger agreement”), pursuant to which SunLink will merge with and into Regional (the “merger”) in exchange for the issuance of an aggregate of approximately 1,595,401 shares of Regional common stock and 1,408,121 shares of Regional’s newly-authorized Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (the “Regional Series D Preferred Stock”) with an initial liquidation preference of $12.50 per share. The merger agreement has been approved by each company’s board of directors and completion of the transaction remains subject to the receipt of the approvals of the shareholders of both Regional and SunLink, regulatory approvals and satisfaction of customary closing conditions. Summary of the Revised Transaction Consideration Subject to the terms and conditions of the merger agreement, Regional has agreed to provide for each five (5) SunLink common shares (other than dissenting shares and shares to be cancelled in accordance with the terms and conditions of the merger agreement): (i) 1.1330 shares of Regional common stock and (ii) one (1) share of Regional Series D Preferred Stock. As a result of the transaction, it is expected that SunLink shareholders will, at the closing of the merger, own approximately 45.92% of the combined company. The number of shares of Regional Series D Preferred Stock is subject to adjustment pursuant to the terms and conditions of the merger agreement for the existence of any Cash Surplus (as defined in the merger agreement) or Regional Debt Distress (as defined in the merger agreement) and the number of shares of Regional common stock and Regional Series D Preferred Stock each are subject to adjustment to reflect fully and equitably the effect of any reclassification, stock split, reverse split, stock dividend, reorganization, recapitalization or other like change prior to the closing. No fractional shares will be issued in the transaction. The Regional Series D Preferred Stock will be a new series of Regional ...