CHICAGO, March 22 /PRNewswire/ --
St. George Investments, LLC (St. George), which, through its affiliates, is the largest shareholder of United American Healthcare Corporation (UAHC), announced today that it will vote its 23.13% equity stake in the Company in favor of the candidates for the Board of Directors nominated by UAHC's Board, and that it has withdrawn its own slate of candidates. The Company's Annual Meeting of Shareholders, at which directors will be elected, is scheduled to be held on April 23, 2010.
As part of its Voting and Standstill Agreement with UAHC, St. George also announced that it will invest, if requested by UAHC, an additional $600,000 in the Company in exchange for newly-issued shares of Series A Convertible Preferred Stock. Previously, affiliates of St. George reported that they had purchased 1,882,583 shares of common stock in open-market purchases, representing 23.13% of the Company's common stock.
In announcing St. George's intention to vote in favor of the slate nominated by UAHC's Board, St. George's founder and president, John Fife, said, "Our confidence is with UAHC's current management and Board of Directors. They have extensive experience and have guided the Company as well as other companies through multiple challenges. We believe that stability and continuity are in everyone's best interest as the management team continues to apply their expertise to developing the best strategies to enhance shareholder value."
St. George has also agreed to help the Board identify potential acquisition targets and assist in connection with any such acquisition at the request of the Board, without compensation. St. George believes that UAHC's cash resources and seasoned officers and Directors may give the Company the opportunity to identify attractive acquisition candidates and execute on its long-term strategic plan.
As part of its arrangement with UAHC, St. George has agreed to vote its shares in accordance with the recommendations of UAHC's Board of Directors on all matters brought before the shareholders for at least 18 months, and to limit its stock ownership from open market purchases to 35% of the outstanding common stock. The Company has the right to call away all of St. George's shares at any time before June 30, 2011, at a discounted price equal to 90% of the market price calculated based on the 30 days preceding March 16, 2010. St. George received an option to put some or all of its shares back to the Company, but only after September 30, 2011, at the market price calculated based on the 30 days preceding March 16, 2010. The put is eliminated if the Company creates shareholder value, as defined in the Voting and Standstill Agreement entered into today by St. George and UAHC.
Other terms and conditions apply, and St. George refers readers to its filing today on Schedule 13D Amendment No. 6 for further details. The 13D filing is available on the website of the United States Securities and Exchange Commission at http://www.sec.gov.
About United American Healthcare Corporation
United American Healthcare Corporation (UAHC) is a healthcare management company that has pioneered the delivery of healthcare services to Medicaid recipients since 1985. For more information, please visit the Company's web site at www.uahc.com.
About St. George Investments, LLC
St. George Investments, LLC is an Illinois limited liability company based in Chicago that, directly and through its affiliates, is in the business of making strategic investments in publicly-traded companies.
SOURCE St. George Investments, LLC
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As part of its Voting and Standstill Agreement with UAHC, St. George also announced that it will invest, if requested by UAHC, an additional $600,000 in the Company in exchange for newly-issued shares of Series A Convertible Preferred Stock. Previously, affiliates of St. George reported that they had purchased 1,882,583 shares of common stock in open-market purchases, representing 23.13% of the Company's common stock.
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In announcing St. George's intention to vote in favor of the slate nominated by UAHC's Board, St. George's founder and president, John Fife, said, "Our confidence is with UAHC's current management and Board of Directors. They have extensive experience and have guided the Company as well as other companies through multiple challenges. We believe that stability and continuity are in everyone's best interest as the management team continues to apply their expertise to developing the best strategies to enhance shareholder value."
St. George has also agreed to help the Board identify potential acquisition targets and assist in connection with any such acquisition at the request of the Board, without compensation. St. George believes that UAHC's cash resources and seasoned officers and Directors may give the Company the opportunity to identify attractive acquisition candidates and execute on its long-term strategic plan.
As part of its arrangement with UAHC, St. George has agreed to vote its shares in accordance with the recommendations of UAHC's Board of Directors on all matters brought before the shareholders for at least 18 months, and to limit its stock ownership from open market purchases to 35% of the outstanding common stock. The Company has the right to call away all of St. George's shares at any time before June 30, 2011, at a discounted price equal to 90% of the market price calculated based on the 30 days preceding March 16, 2010. St. George received an option to put some or all of its shares back to the Company, but only after September 30, 2011, at the market price calculated based on the 30 days preceding March 16, 2010. The put is eliminated if the Company creates shareholder value, as defined in the Voting and Standstill Agreement entered into today by St. George and UAHC.
Other terms and conditions apply, and St. George refers readers to its filing today on Schedule 13D Amendment No. 6 for further details. The 13D filing is available on the website of the United States Securities and Exchange Commission at http://www.sec.gov.
About United American Healthcare Corporation
United American Healthcare Corporation (UAHC) is a healthcare management company that has pioneered the delivery of healthcare services to Medicaid recipients since 1985. For more information, please visit the Company's web site at www.uahc.com.
About St. George Investments, LLC
St. George Investments, LLC is an Illinois limited liability company based in Chicago that, directly and through its affiliates, is in the business of making strategic investments in publicly-traded companies.
SOURCE St. George Investments, LLC
