Hanover, Md. -- (BUSINESS WIRE) - November 16, 2011 -- Conmed Healthcare Management, Inc. (NYSE Amex: CONM - News), a leading full service provider of correctional facility healthcare services to county and municipal detention centers ("Conmed"), announced today that it has entered into an Agreement and Release with Ayelet Investments LLC, Ayelet Merger Subsidiary, Inc. and James H. Desnick, (collectively, the "Purchasers") which terminates the Merger Agreement entered into between the Company and the Purchasers on July 11, 2011, as the same was subsequently amended, and the related Limited Guarantee.
As previously disclosed, the Purchasers had informed the Company that they no longer in good faith believed that they would be able to complete a financing substantially in accordance with their previously executed financing commitment letters. The Purchasers were unable to secure such necessary financing, and, as a result thereof, the Merger Agreement has been terminated.
As a result of the termination of the Merger Agreement, and
in accordance with the terms of the Merger Agreement, the
Purchasers have agreed to promptly pay the Company a
termination fee equal to $2,290,650 and the Merger
Agreement and all related transaction documents will
terminate as provided in the Agreement and Release.
"As a full-service provider of correctional healthcare
services to county and municipal detention centers in 40
counties across eight states, Conmed is a solid company
that benefits from the leadership and experience of our
cohesive management team," said Richard Turner,
Chairman and Chief Executive Officer.
"As we conclude this year and look forward to 2012, we
believe that there are many opportunities to expand our
footprint and to continue to execute on our growth
strategy, while remaining focused on and building upon our
mission of providing cost-efficient healthcare services to
our clients. We will also remain committed to
building value for our shareholders," Dr. Turner
concluded.
About Conmed
Conmed has provided correctional healthcare services since
1984, beginning in the State of Maryland, and currently
serves county and municipal correctional facilities in
eight states, including Arizona, Kansas, Maryland, New
Jersey, Oregon, Tennessee, Virginia and Washington. For
more information, visit us at www.conmedinc.com.
Forward Looking Statements
This press release may contain, among other things, certain
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995,
including, without limitation, (i) statements with respect
to the Company's plans, objectives, expectations and
intentions; and (ii) other statements that are not
historical facts including statements which may be
identified by words such as "may,"
"could," "would," "should,"
"believes," "expects,"
"anticipates," "estimates,"
"intends," "plans,"
"projects," "potentially," or similar
expressions. These statements are based upon the current
beliefs and expectations of the Company's management
and are subject to significant risks and uncertainties.
Actual results may differ from those set forth in the
forward-looking statements.
These forward-looking statements involve certain risks and
uncertainties that are subject to change based on various
factors (many of which are beyond the Company's
control) including, without limitation: potential adverse
reactions or changes to business relationships resulting
from the announcement or completion of the proposed Ayelet
transaction; unexpected costs or expenses resulting from
the proposed Ayelet transaction; litigation or adverse
judgments relating to the proposed Ayelet transaction;
risks relating to the consummation of the contemplated
Ayelet transaction, including the risk that the required
stockholder approval might not be obtained in a timely
manner or at all, or that other closing conditions will not
be satisfied; other factors not currently anticipated by
management which may materially and adversely affect the
closing of the Ayelet transaction; the Company's
ability to increase revenue and to continue to obtain new
contracts, contract renewals and extensions; inflation
exceeding the Company's projection of the inflation
rate of cost of services under multi-year contracts; the
ability to obtain bonds; decreases in occupancy levels or
disturbances at detention centers; malpractice litigation;
the ability to utilize third-party administrators for
out-of-facility care; compliance with laws and government
regulations, including those relating to healthcare;
investigation and auditing of our contracts by government
agencies; competition; termination of contracts due to lack
of government appropriations; material adverse changes in
economic and industry conditions in the healthcare market;
negative publicity regarding the provision of correctional
healthcare services; dependence on key personnel and the
ability to hire skilled personnel; influence of certain
stockholders; increases in healthcare costs; insurance;
completion and integration of future acquisitions; public
company obligations; limited liability of directors and
officers; the Company's ability to meet the NYSE Amex
continued listing standards; and stock price volatility.
More detailed information about the Company and the risk
factors that may affect the realization of forward-looking
statements is set forth in the Company's filings with
the U.S. Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K, as amended, for
the year ended December 31, 2010. Investors and security
holders are urged to read this document free of charge on
the SEC's web site at www.sec.gov. The Company does not
undertake to publicly update or revise its forward-looking
statements as a result of new information, future events or
otherwise.
Contact:
Conmed Healthcare Management, Inc.
Thomas W. Fry, 410-567-5529
Chief Financial Officer
tfry@conmed-inc.com
or
In-Site Communications, Inc.
Lisa Wilson, 212-452-2793
lwilson@insitecony.com