Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of American Surgical Holdings, Inc. (“American Surgical” or the “Company”) (OTC BB: ASRG) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired and taken private by AH Holdings Inc. (“AH Holdings”), an affiliate of Great Point Partners, I LP in a transaction valued at approximately $33 million. Click here to learn how to join the action: http://www.rigrodskylong.com/news/AmericanSurgicalHoldings-ASRG.
Under the proposed agreement, AH Holdings will acquire all of the outstanding common shares of American Surgical for $2.87 per share in cash. Furthermore, the cash consideration payable by AH Holdings will not be paid on an aggregate of 2,234,707 shares of the Company's common stock owned by certain members of the Company’s management team (the “Non-Participating Stockholders”). Instead, the Non-Participating Stockholders will receive a 14.9% ownership interest, collectively, in the buyer’s parent entity. In addition, under the terms of the merger agreement, at the closing of the transaction American Surgical’s stockholders will receive (a) additional per share merger consideration consisting of a final cash dividend, if any, payable by the Company and computed in accordance with the merger agreement and (b) an ownership interest in CMC Associates, LLC, a subsidiary of the Company, which will be the beneficial owner of certain pending litigation and litigation rights.
The investigation concerns whether American Surgical’s board of directors failed to adequately shop the Company and obtain the best price possible for American Surgical’s shareholders before entering into the agreement with AH Holdings. Moreover, stockholders representing over 60% of the issued and outstanding shares of common stock of American Surgical have entered into an agreement to vote in favor of the merger.
If you own the common stock of American Surgical and purchased your shares before December 20, 2010, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to firstname.lastname@example.org.
Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.
Attorney advertising. Prior results do not guarantee a similar outcome.