Air Methods Corporation (NASDAQ:AIRM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On March13, 2017, the Board of Directors of Air Methods
Corporation (the Company) adopted an amendment to the Companys
First Amended and Restated Bylaws (the Bylaws), which became
effective immediately (the Bylaws Amendment). The Bylaws
Amendment added a new ArticleXI to Bylaws, which provides that,
unless the Company consents in writing to the selection of an
alternative forum, the sole and exclusive forum for certain legal
actions involving the Company will be the Court of Chancery of
the State of Delaware (or, if the Court of Chancery of the State
of Delaware does not have jurisdiction, any state or federal
court within the State of Delaware). Further, the Bylaws
Amendment provides that any person or entity purchasing or
otherwise acquiring or holding any interest in shares of capital
stock of the Company shall be deemed to have notice of and
consented to the personal jurisdiction of such courts. The
foregoing summary of the Amendment is qualified in its entirety
to the text of the Bylaws Amendment, which is attached hereto as
Exhibit3.1 and incorporated herein by reference.
Item 8.01 Other Events
On March14, 2017, the Company issued a joint press release with
American Securities LLC (American Securities) announcing the
execution ofan Agreement and Plan of Merger (the Merger
Agreement), dated as of March14, 2017, by and among ASP AMC
Intermediate Holdings,Inc. (Parent), a Delaware corporation, ASP
AMC Merger Sub,Inc. (Merger Sub), a Delaware corporation and a
wholly-owned subsidiary of Parent, and the Company. to the Merger
Agreement, upon the terms and subject to the conditions thereof,
Merger Sub will commence a tender offer (the Offer) no later than
March28, 2017, to acquire all of the outstanding shares of common
stock of the Company, $0.06 par value per share (the Shares), at
a purchase price of $43.00 per share of common stock in cash, net
of applicable withholding taxes and without interest. A copy of
the joint press release is attached hereto as Exhibit99.1 and is
incorporated herein by reference. Parent and Merger Sub are
affiliates of certain funds managed by American Securities.
Additional Information
The tender offer referred to in this document and the exhibits
filed herewith has not yet commenced. This document is provided
for informational purposes only and does not constitute an offer
to purchase or the solicitation of an offer to sell any
securities. At the time the tender offer is commenced, Parent and
Merger Sub intend to file with the Securities and Exchange
Commission (the SEC) a Tender Offer Statement on Schedule TO
containing an offer to purchase, a form of letter of transmittal
and other documents relating to the tender offer, and the Company
intends to file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer.
Parent, Merger Sub and the Company intend to mail these documents
to the Company stockholders. Company stockholders are advised to
read the Schedule TO (including the offer to purchase, the
related letter of transmittal and the other offer documents) and
the Schedule 14D-9, as each may be amended or supplemented from
time to time, and any other relevant documents filed with the SEC
when they become available, before making any decision with
respect to the tender offer because these documents will contain
important information about the proposed transaction and the
parties thereto. Company stockholders and investors may obtain
free copies of the Schedule TO and Schedule 14D-9, as each may be
amended or supplemented from time to time, and other documents
filed by the parties (when available) at the SECs website at
www.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
This document and the exhibits filed herewith contain
forward-looking information relating to the Company and the
proposed acquisition of the Company by Parent and Merger Sub that
involves substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or
implied by such statements. These forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as believes, plans, anticipates, projects, estimates,
expects, intends, strategy, future, opportunity, may, will,
should, could, potential, or similar expressions. Forward-looking
statements in this document include, among other things,
statements about the potential benefits of the proposed
acquisition; Parents plans, objectives, expectations and
intentions; the financial condition, results of operations and
business of the Company; industry, business strategy, goals and
expectations concerning the Companys market position, future
operations, future performance and profitability; and the
anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing of the acquisition
(including the failure to obtain necessary regulatory approvals)
in the anticipated timeframe or at all, including uncertainties
as to how many Companys stockholders will tender their shares in
the tender offer and the possibility that the acquisition does
not close; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Merger Agreement, including in circumstances which would require
the Company to pay a termination fee or other expenses; risks
regarding the failure to obtain the necessary financing to
complete the proposed acquisition; risks related to the debt
financing arrangements entered into in connection with the
proposed acquisition; risks
related to the potential impact of the announcement or
consummation of the proposed transaction on the Companys
important relationships, including with employees, suppliers
and customers; disruption from the transaction making it more
difficult to maintain business and operational relationships;
negative effects of this announcement or the consummation of
the proposed acquisition on the market price of the Companys
common stock and on the Companys operating results; significant
transaction costs; the risk of litigation and/or regulatory
actions related to the proposed acquisition; the possibility
that competing offers will be made; and risks related to the
ability to realize the anticipated benefits of the acquisition,
including the possibility that the expected benefits from the
proposed acquisition will not be realized or will not be
realized within the expected time period. Other factors that
may cause actual results to differ materially include those
that will be set forth in the Tender Offer Statement on
Schedule TO and other tender offer documents filed by Parent
and Merger Sub. Many of these factors are beyond Companys
control. A further description of risks and uncertainties
relating to the Company can be found in its Annual Reports on
Form10-K for the fiscal year ended December31, 2016 and in
their subsequent Quarterly Reports on Form10-Q and Current
Reports on Form8-K, all of which are filed with the SEC and
available at www.sec.gov. Unless otherwise required by
applicable law, the Company disclaims any intention or
obligation to update forward-looking statements contained in
this document as the result of new information or future events
or developments.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits:
|
Exhibit Number |
|
Description |
|
3.1 |
Amendment to the First Amended and Restated Bylaws of Air |
|
|
99.1 |
Joint Press Release, dated March14, 2017 |
About Air Methods Corporation (NASDAQ:AIRM)
Air Methods Corporation is engaged in providing air medical emergency transport services and systems throughout the United States. The Company’s segments include Air Medical Services (AMS), Tourism and United Rotorcraft (UR) Division. The Company’s AMS segment provides air medical transportation services to the general population as an independent service and to hospitals or other institutions under exclusive operating agreements. It offers services, including aircraft operation and maintenance, medical care, dispatch and communications, and medical billing and collection. The Tourism segment provides helicopter tours and charter flights, primarily focusing on Grand Canyon and Hawaiian Island tours. The United Rotorcraft (UR) Division segment designs, manufactures, and installs aircraft medical interiors and other aerospace and medical transport products for domestic and international customers. Air Methods Corporation (NASDAQ:AIRM) Recent Trading Information
Air Methods Corporation (NASDAQ:AIRM) closed its last trading session up +1.45 at 42.85 with 720,593 shares trading hands.