Latest news with #Regional
Business Wire
4 hours ago
- Business
- Business Wire
Urges Stockholders of Record as of June 20, 2025
ATLANTA--(BUSINESS WIRE)--SunLink Health Systems, Inc. ('SunLink') (NYSE American: SSY) today announced that SunLink convened its special meeting (the 'Special Meeting') of the holders of its common stock (the 'Common Stock') on July 29, 2029, and the holders of the Common Stock approved the adjournment of the Special Meeting. The Special Meeting will reconvene on Monday, August 4, 2025, at 10:00 a.m., Eastern Time, at Hyatt House Hotel, 3595 Cumberland Blvd., Atlanta, Georgia 30339. The record date for determination of the holders of the Common Stock entitled to notice of, and to vote at, the reconvened Special Meeting remains the close of business on June 20, 2025. Any proxies previously submitted by the holders of the Common Stock with respect to the Special Meeting convened and adjourned on July 29, 2025, will continue to be counted. Such holders need not submit a new proxy in order for their votes to be counted. The holders of the Common Stock may revoke their proxies as set forth in the joint proxy statement/prospectus (the 'Proxy Statement') for the Special Meeting of SunLink stockholders to approve the proposed merger with Regional Health Properties, Inc. ('Regional'). SunLink urges its stockholders of record as of June 20, 2025, to vote FOR the SunLink merger proposal ('Proposal 1') and the SunLink advisory compensation Proposal ('Proposal 2'), each as outlined in the Proxy Statement. Approval of Proposal 1 (approval of the merger agreement with Regional and related transactions, including the merger) is of particular importance because such approval is a condition to the consummation of the merger with Regional. Although an overwhelming majority of votes cast to date have supported Proposal 1, approval of this proposal has a higher vote threshold and requires the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote at the Special Meeting. The merger cannot be consummated unless Proposal 1 approving the merger agreement and the transactions contemplated thereby, including the merger, is approved by SunLink stockholders. The SunLink Board of Directors unanimously recommends that SunLink shareholders vote 'FOR' the approval of the SunLink merger proposal by voting FOR Proposal 1. EVERY VOTE MATTERS – NO MATTER HOW MANY SHARES YOU OWN Holders of record may vote by proxy or in person at the reconvened Special Meeting. If you hold your shares of Common Stock in your name as a holder of record, to submit a proxy, you, as a SunLink shareholder, may use one of the following methods: Via the Internet: by visiting the website indicated on your proxy card and following the instructions. By telephone: by calling the toll-free number indicated on your proxy card and following the recorded instructions. By mail: by completing your proxy card and returning it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia 30339., Attn: Corporate Secretary. If you submit your proxy via the Internet or by telephone, you must do so no later than 11:59 p.m., Eastern time, on August 3, 2025. If you vote by mail, your proxy card must be received no later than 11:59 p.m., Eastern time, on August 3, 2025. Assistance If you need assistance with voting via the Internet, voting by telephone or completing your proxy card, or have questions regarding the Special Meeting, please contact SunLink at (770) 933-7000. About SunLink Health Systems, Inc. SunLink Health Systems, Inc., headquartered in Atlanta, Georgia, is the parent company of subsidiaries that own and operate Carmichael's Cashway Pharmacy. For more information, visit NO OFFER OR SOLICITATION Communications in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the 'Securities Act'). ADDITIONAL INFORMATION The proposed merger will be submitted to Regional and SunLink shareholders for their consideration. In connection with the proposed merger, Regional filed a Registration Statement on Form S-4 (File No. 333-286975) (the 'Registration Statement') with the U.S. Securities and Exchange Commission (the 'SEC') that includes a joint proxy statement/prospectus for Regional and SunLink, which was sent to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. You are able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about SunLink and Regional, without charge, at the SEC's website ( or by accessing SunLink's website ( under the tab 'Investors' or by accessing Regional's website ( under the tab 'Investor Relations.' Copies of the joint proxy statement/prospectus have been mailed to the shareholders of SunLink and Regional who are, as of the respective record dates, entitled to vote on the merger, copies can also be obtained, without charge, by directing a request to Investor Relations, SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia, 30339, telephone 770-933-7004 or to Investor Relations, Regional Health Properties, Inc., 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia, 30338, telephone 678-869-5116. SunLink and Regional and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of SunLink and Regional in connection with the proposed merger. Information about the directors and executive officers of SunLink is set forth in Part III of SunLink's Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended June 30, 2024, which information may be updated by SunLink from time to time in subsequent filings with the SEC. Information about the directors and executive officers of Regional is set forth in Part III of Regional's Annual Report on Form 10-K for the year ended December 31, 2024, which information may be updated by Regional from time to time in subsequent filings with the SEC. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger. Free copies of this document may be obtained as described above. Forward-Looking Statements This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like 'believe', 'continue', 'pattern', 'estimate', 'project', 'intend', 'anticipate', 'expect' and similar expressions or future or conditional verbs such as 'will', 'would', 'should', 'could', 'might', 'can', 'may', or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger between Regional and SunLink, including statements of Regional's goals, intentions and expectations; and statements regarding Regional's business plan and growth strategies. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of Regional and SunLink will not be integrated successfully, or such integration may be more difficult, time-consuming, or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer, vendor and employee relationships and business operations may be disrupted by the merger; the ability to obtain required regulatory approvals or the approvals of Regional's or SunLink's shareholders, and the ability to complete the merger on the expected timeframe; the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; the ability of Regional and SunLink to meet the initial or continued listing requirements or rules of the NYSE American LLC or the OTCQB, as applicable, and to maintain the listing or trading, as applicable, of securities thereon; possible changes in economic and business conditions; the impacts of epidemics, pandemics or other infectious disease outbreaks; the existence or exacerbation of general geopolitical instability and uncertainty; possible changes in monetary and fiscal policies, and laws and regulations; competitive factors in the healthcare industry; Regional's dependence on the operating success of its operators; the amount of, and Regional's ability to service, its indebtedness; covenants in Regional's debt agreements that may restrict its ability to make investments, incur additional indebtedness, and refinance indebtedness on favorable terms; the effect of increasing healthcare regulation and enforcement on Regional's operators and the dependence of Regional's operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of Regional's operators; the effect of Regional's operators declaring bankruptcy, becoming insolvent, or failing to pay rent as due; the ability of any of Regional's operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; Regional's ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and other risks and factors identified in (i) SunLink's cautionary language included under the headings 'Forward-Looking Statements' and 'Risk Factors' in SunLink's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC and (ii) Regional's cautionary language included under the headings 'Statement Regarding Forward-Looking Statements' and 'Risk Factors' in Regional's Annual Report on Form 10-K for the year ended December 31, 2024, and other documents subsequently filed by Regional with the SEC. Neither SunLink nor Regional undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K. In addition, SunLink's and Regional's past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not.
Business Upturn
a day ago
- Business
- Business Upturn
Regional Health Properties, Inc. Outlines Reasons for Regional Shareholders to Vote YES for Proposed Merger with SunLink Health Systems, Inc.
By GlobeNewswire Published on July 29, 2025, 03:42 IST ATLANTA, GA, July 28, 2025 (GLOBE NEWSWIRE) — Regional Health Properties, Inc. ('Regional') (OTCBQ: RHEP) (OTCQB: RHEPA) (OTCQB: RHEPB), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, today issues the following statement to its common stock shareholders. Shareholders recently may have received or seen communication from two of Regional's shareholders, Ken Grossman and Charlie Frischer, opposing the pending merger (the 'merger') of Regional and SunLink Health Systems, Inc. ('SunLink'). Please do not be confused by these shareholders. Regional does not believe that Messrs. Grossman and Frischer have the Regional common shareholders' best interests in mind. Mr. Grossman is the owner of approximately 6% of Regional's Series B preferred stock, but owns only approximately 1% of Regional's common stock. Lisewise, Mr. Frischer owns approximately 21% of the Regional's Series B preferred stock, but owns only approximately 7% of Regional's common stock. Mr. Morrison's communications with Messrs. Grossman and Frischer over the years have been primarily related to their Series B preferred stock. Regional's belief is that their interest is in advancing the interests of the Series B preferred shareholders, not those of the common shareholders. Specifically, please be aware that: 1. The purported 'two detailed written offers' are not entirely as described by both gentlemen. There were many conditions and uncertainties to those 'offers' with no certainty of satisfaction or accomplishment – one actually has been superseded by an offer for fewer shares – whereas the merger is well documented and agreed. Mr. Morrison's personal belief is that they may be working in concert to push to liquidate Regional Health, in which event the Series B preferred shareholders would receive much, if not all, of the proceeds. Regional encourages you to read Regional's Form 8-K filing with the SEC on July 18, 2025, July 24, 2025 and July 28, 2025 for additional disclosures as well as the tender offer that was filed on July 18, 2025. The tender offer is only for a control position – but not all or even a majority of the Regional common shares. 2. It is not at all clear to Regional how Mr. Grossman derives the $4.00 share value as mentioned in his letter. As noted, Mr. Morrison believes his intent is likely to proceed with the liquidation with the proceeds flowing first to the Series B preferred shareholders and then the Series A preferred shareholders, until they are fully redeemed. Mr. Morrison believes there would be little, if any, proceeds left for your common shares. 3. Both Regional's and SunLink's common shares have traded higher since the merger announcement on January 6, 2025. Regional is approximately 120% higher, and Sunlink is approximately 30% higher. Regional believes the SunLink merger is positive for ALL shareholders because: 1. The merger brings capital to the combined company (approximately $6,000,000). This will improve Regional's balance sheet, and, Regional believes, substantially aid operations. This is intended to, among other things, give the combined company greater access to capital for the benefit of all shareholders as well as Regional's patients, dedicated employees and its portfolio of facilities. 2. The merger brings additional, experienced management to the combined company. 3. The merger brings a solid level of industry and public-company Board expertise to the combined company, expertise which Regional believes is much greater than usual for companies the size of the combined company. 4. The merger has the potential to improve shareholder value for both the common and preferred holders, whereas a liquidation would primarily benefit the preferred holders. 5. The merger provides a path to produce internally generated free cash flow which can be used to redeem the Series B preferred over time. 6. The merger allows for an improved trading market and the potential to re-list your common shares on a national market, which an 'orderly liquidation' may not. Time is very critical. Please vote your shares FOR the merger today. About Regional Health Properties Regional Health Properties, Inc., a Georgia corporation, is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care. For more information, visit NO OFFER OR SOLICITATION Communications in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the 'Securities Act'). ADDITIONAL INFORMATION The proposed merger will be submitted to both the Regional and SunLink shareholders for their consideration. In connection with the proposed merger, Regional filed a Registration Statement on Form S-4 (File No. 333-286975) (the 'Registration Statement') with SEC that includes a joint proxy statement/prospectus for Regional and SunLink, which was sent to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO FILED WITH THE SEC ON JULY 18, 2025 REGARDING A PROPOSED TENDER OFFER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. You are able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about Regional and SunLink, without charge, at the SEC's website ( or by accessing Regional's website ( under the tab 'Investor Relations' or by accessing SunLink's website ( under the tab 'Investors.' Copies of the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, Regional Health Properties, Inc., 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia, 30338, telephone 678-869-5116 or to Investor Relations, SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia, 30339, telephone 770-933-7004. Regional and SunLink and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Regional and SunLink in connection with the proposed merger. Information about the directors and executive officers of Regional is set forth in the proxy statement for Regional's Annual Report on Form 10-K for the year ended December 31, 2024 (the 'Regional Annual Report'), as filed with the SEC on March 31, 2025, which information may be updated by Regional from time to time in subsequent filings with the SEC. Information about the directors and executive officers of SunLink is set forth in the proxy statement for SunLink's Amendment No. 1 to Annual Report on Form 10-K/, as filed with the SEC on October 25, 2024, which information may be updated by SunLink from time to time in subsequent filings with the SEC. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger when it becomes available. Free copies of this document may be obtained as described above. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like 'believe', 'continue', 'pattern', 'estimate', 'project', 'intend', 'anticipate', 'expect' and similar expressions or future or conditional verbs such as 'will', 'would', 'should', 'could', 'might', 'can', 'may', or similar expressions. These forward-looking statements include, but are not limited to, statements with respect to the impact of the proposed merger and expectations with respect to Mr. Grossman's and Mr. Frischer's plans. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of Regional and SunLink will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer, vendor and employee relationships and business operations may be disrupted by the merger; the ability to obtain required regulatory approvals or the approvals of Regional's or SunLink's shareholders, and the ability to complete the merger on the expected timeframe; the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; the ability of Regional and SunLink to meet the initial or continued listing requirements or rules of the NYSE American LLC or the OTCQB, as applicable, and to maintain the listing or trading, as applicable, of securities thereon; possible changes in economic and business conditions; the impacts of epidemics, pandemics or other infectious disease outbreaks; the existence or exacerbation of general geopolitical instability and uncertainty; possible changes in monetary and fiscal policies, and laws and regulations; competitive factors in the healthcare industry; Regional's dependence on the operating success of its operators; the amount of, and Regional's ability to service, its indebtedness; covenants in Regional's debt agreements that may restrict its ability to make investments, incur additional indebtedness and refinance indebtedness on favorable terms; the effect of increasing healthcare regulation and enforcement on Regional's operators and the dependence of Regional's operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of Regional's operators; the effect of Regional's operators declaring bankruptcy, becoming insolvent or failing to pay rent as due; the ability of any of Regional's operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; Regional's ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and other risks and factors identified in (i) Regional's cautionary language included under the headings 'Statement Regarding Forward-Looking Statements' and 'Risk Factors' in the Regional Annual Report, and other documents subsequently filed by Regional with the SEC and (ii) SunLink's cautionary language included under the headings 'Forward-Looking Statements' and 'Risk Factors' in SunLink's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC. Neither Regional nor SunLink undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, Regional's and SunLink's past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not. Regional Contact Brent Morrison, CFAChief Executive Officer & PresidentRegional Health Properties, (404) 823-2359 [email protected] Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash GlobeNewswire provides press release distribution services globally, with substantial operations in North America and Europe.
Business Upturn
4 days ago
- Business
- Business Upturn
ISS Recommends Shareholders Vote FOR the Merger between Regional Health Properties, Inc. and SunLink Health Systems, Inc.
Atlanta, GA., July 25, 2025 (GLOBE NEWSWIRE) — Regional Health Properties, Inc. ('Regional') (OTCBQ: RHEP) (OTCQB: RHEPA) (OTCQB: RHEPB), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, announced today that leading independent proxy advisory firm Institutional Shareholder Services Inc. ('ISS') recommended that Regional shareholders vote 'FOR': (1) the approval of the Amended and Restated Agreement and Plan of Merger, dated April 14, 2025 (as amended, the 'Merger Agreement'), by and between Regional and SunLink Health Systems, Inc. (the 'Merger Proposal'), (2) the approval of the issuance of shares of Regional common stock and Regional Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (the 'Regional Series D preferred stock') in connection with the merger (the 'Share Issuance Proposal'), and (3) the approval to adjourn the Regional special meeting to solicit additional proxies in favor of the Merger Proposal or the Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Proposal or the Share Issuance Proposal. In its July 23, 2025 report, ISS noted:1 The strategic rationale for the merger appears sound considering the pre-tax cost synergies and enhanced possibility of long-term profitability. The outperformance of SunLink and Regional since announcement suggests that investors view the proposed combination favorably. Brent Morrison, CFA, Chairman and Chief Executive Officer of Regional, stated, 'Regional is pleased that ISS concluded that support for this transaction was warranted. Regional is even more pleased that, of the proxies received to date, approximately 80% of Regional's common stock shareholders see it the same way.' SPECIAL MEETING OF SHAREHOLDERS July 29, 2025 at 10 am ET YOUR VOTE IS IMPORTANT. VOTE TODAY! About Regional Health Properties Regional Health Properties, Inc., a Georgia corporation, is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care. For more information, visit NO OFFER OR SOLICITATION Communications in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the 'Securities Act'). ADDITIONAL INFORMATION The proposed merger will be submitted to both the Regional and SunLink shareholders for their consideration. In connection with the proposed merger, Regional filed a Registration Statement on Form S-4 (File No. 333-286975) (the 'Registration Statement') with SEC that includes a joint proxy statement/prospectus for Regional and SunLink, which was sent to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO FILED WITH THE SEC ON JULY 18, 2025 REGARDING A PROPOSED TENDER OFFER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. You are able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about Regional and SunLink, without charge, at the SEC's website ( or by accessing Regional's website ( under the tab 'Investor Relations' or by accessing SunLink's website ( under the tab 'Investors.' Copies of the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Investor Relations, Regional Health Properties, Inc., 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia, 30338, telephone 678-869-5116 or to Investor Relations, SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia, 30339, telephone 770-933-7004. Regional and SunLink and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Regional and SunLink in connection with the proposed merger. Information about the directors and executive officers of Regional is set forth in the proxy statement for Regional's Annual Report on Form 10-K for the year ended December 31, 2024 (the 'Regional Annual Report'), as filed with the SEC on March 31, 2025, which information may be updated by Regional from time to time in subsequent filings with the SEC. Information about the directors and executive officers of SunLink is set forth in the proxy statement for SunLink's Amendment No. 1 to Annual Report on Form 10-K/, as filed with the SEC on October 25, 2024, which information may be updated by SunLink from time to time in subsequent filings with the SEC. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger when it becomes available. Free copies of this document may be obtained as described above. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like 'believe', 'continue', 'pattern', 'estimate', 'project', 'intend', 'anticipate', 'expect' and similar expressions or future or conditional verbs such as 'will', 'would', 'should', 'could', 'might', 'can', 'may', or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected benefits of the proposed merger between Regional and SunLink, including pre-tax cost synergies and profitability, other statements of expectations regarding the merger, and other statements of Regional's goals, intentions and expectations. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of Regional and SunLink will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer, vendor and employee relationships and business operations may be disrupted by the merger; the ability to obtain required regulatory approvals or the approvals of Regional's or SunLink's shareholders, and the ability to complete the merger on the expected timeframe; the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; the ability of Regional and SunLink to meet the initial or continued listing requirements or rules of the NYSE American LLC or the OTCQB, as applicable, and to maintain the listing or trading, as applicable, of securities thereon; possible changes in economic and business conditions; the impacts of epidemics, pandemics or other infectious disease outbreaks; the existence or exacerbation of general geopolitical instability and uncertainty; possible changes in monetary and fiscal policies, and laws and regulations; competitive factors in the healthcare industry; Regional's dependence on the operating success of its operators; the amount of, and Regional's ability to service, its indebtedness; covenants in Regional's debt agreements that may restrict its ability to make investments, incur additional indebtedness and refinance indebtedness on favorable terms; the effect of increasing healthcare regulation and enforcement on Regional's operators and the dependence of Regional's operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of Regional's operators; the effect of Regional's operators declaring bankruptcy, becoming insolvent or failing to pay rent as due; the ability of any of Regional's operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; Regional's ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and other risks and factors identified in (i) Regional's cautionary language included under the headings 'Statement Regarding Forward-Looking Statements' and 'Risk Factors' in the Regional Annual Report, and other documents subsequently filed by Regional with the SEC and (ii) SunLink's cautionary language included under the headings 'Forward-Looking Statements' and 'Risk Factors' in SunLink's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC. Neither Regional nor SunLink undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, Regional's and SunLink's past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not. Regional ContactBrent Morrison, CFAChief Executive Officer & PresidentRegional Health Properties, (404) 823-2359 [email protected]
Business Wire
5 days ago
- Business
- Business Wire
SunLink Health Systems, Inc. Provides Update on Special Cash Dividend Scheduled to Be Paid Prior to SunLink's Proposed Merger with Regional Health Properties, Inc.
ATLANTA--(BUSINESS WIRE)--SunLink Health Systems, Inc. (NYSE American: SSY) today issued the following update with respect to its scheduled $0.10 per share special cash dividend approved by SunLink's Board of Directors and previously announced on July 18, 2025 (the 'Special Cash Dividend'). SunLink understands that trades of SunLink common stock entered into during the period (the ' due bill period ') beginning (the record date for the Special Cash Dividend) and through July 30, 2025 (the payment date for the Special Cash Dividend) will have a due bill attached for the Special Cash Dividend. Due bills obligate sellers to deliver the Special Cash Dividend to the buyer. This means that persons who purchase SunLink common stock during the due bill period are entitled to receive the Special Cash Dividend, and persons who sell the stock during the due bill period are not entitled to the Special Cash Dividend. Accordingly, if an investor wishes to receive the Special Cash Dividend, the investor will need to hold the SunLink common stock securities through and including the payment date of July 30, 2025. The due bill obligations are settled customarily between the brokers representing the buyers and sellers of the securities. Buyers and sellers of SunLink common stock should consult with their broker before trading to ensure they understand the effect of NYSE's due bill procedures. SunLink has no obligations for either the amount of the due bill or the processing of the due bill. SunLink Health Systems, Inc. is the parent company of subsidiaries that own and operate a pharmacy business in the Southeast. For additional information on SunLink Health Systems, Inc., please visit the Company's website. NO OFFER OR SOLICITATION Communications in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the 'Securities Act'). ADDITIONAL INFORMATION The proposed merger will be submitted to both the Regional and SunLink shareholders for their consideration. In connection with the proposed merger, Regional filed a Registration Statement on Form S-4 (as supplemented or amended, the 'Registration Statement') with the U.S. Securities and Exchange Commission (the 'SEC') that includes a joint proxy statement/prospectus for Regional and SunLink (the 'joint proxy statement/prospectus'), which was sent to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You are able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about SunLink and Regional, without charge, at the SEC's website ( or by accessing SunLink's website ( under the tab 'Investors' or by accessing Regional's website ( under the tab 'Investor Relations.' Copies of the joint proxy statement/prospectus have been mailed to the shareholders of SunLink and Regional who are, as of the respective record dates, entitled to vote on the merger, copies can also be obtained, without charge, by directing a request to Investor Relations, SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia, 30339, telephone 770-933-7004 or to Investor Relations, Regional Health Properties, Inc., 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia, 30338, telephone 678-869-5116. SunLink and Regional and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of SunLink and Regional in connection with the proposed merger. Information about the directors and executive officers of SunLink is set forth in Part III of SunLink's Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended June 30, 2024, which information may be updated by SunLink from time to time in subsequent filings with the SEC. Information about the directors and executive officers of Regional is set forth in Part III of Regional's Annual Report on Form 10-K for the year ended December 31, 2024, which information may be updated by Regional from time to time in subsequent filings with the SEC. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger. Free copies of this document may be obtained as described above. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like 'believe', 'continue', 'pattern', 'estimate', 'project', 'intend', 'anticipate', 'expect' and similar expressions or future or conditional verbs such as 'will', 'would', 'should', 'could', 'might', 'can', 'may', or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger between Regional and SunLink, including statements of Regional's goals, intentions and expectations; statements regarding Regional's business plan and growth strategies; and the ability of Regional to meet the continued listing requirements of the NYSE American and to maintain the listing of securities thereon. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: Litigation that may be filed against Regional, SunLink, the members of the Regional Board, the members of the SunLink Board or the officers of Regional or SunLink could result in substantial costs, and the possible unexpected or adverse outcomes of such litigation, any of which could adversely affect Regional's and SunLink's ability to complete the merger on a timely basis or at all; the ability to obtain the approvals of SunLink's or Regional's shareholders, and the ability to complete the merger on the expected timeframe; the ability of SunLink to meet the continued listing requirements or rules of the NYSE American LLC, the ability of Regional to meet the requirements of the OTCQB, and the ability of Regional to meet the initial listing requirements of the NYSE American after the merger, and, as applicable, the ability to maintain the listing or trading, as applicable, of securities thereon; the risk that the businesses of Regional and SunLink will not be integrated successfully, or such integration may be more difficult, time-consuming, or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; revenues following the merger may be lower than expected; customer, vendor and employee relationships and business operations may be disrupted by the merger; possible changes in economic and business conditions; the impacts of epidemics, pandemics, or other infectious disease outbreaks; the existence or exacerbation of general geopolitical instability and uncertainty; possible changes in monetary and fiscal policies, and laws and regulations; competitive factors in the healthcare industry; Regional's dependence on the operating success of its operators; the amount of, and Regional's ability to service, its indebtedness; covenants in Regional's debt agreements that may restrict its ability to make investments, incur additional indebtedness, and refinance indebtedness on favorable terms; the effect of increasing healthcare regulation and enforcement on Regional's operators and the dependence of Regional's operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of Regional's operators; the effect of Regional's operators declaring bankruptcy, becoming insolvent, or failing to pay rent as due; the ability of any of Regional's operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; Regional's ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and other risks and factors identified in (i) SunLink's cautionary language included under the headings 'Forward-Looking Statements' and 'Risk Factors' in SunLink's Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC and (ii) Regional's cautionary language included under the headings 'Statement Regarding Forward-Looking Statements' and 'Risk Factors' in Regional's Annual Report on Form 10-K for the year ended December 31, 2024, and other documents subsequently filed by Regional with the SEC. Neither SunLink nor Regional undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K. In addition, SunLink's and Regional's past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not.
Leader Live
20-07-2025
- Sport
- Leader Live
Rage Of Bamby is 33-1 winner of Hackwood Stakes
The winner of a Listed affair at Newmarket in October, Eve Johnson Houghton's charge was well adrift of her best in her first two starts of this season, but was back to something like when not beaten far when sixth in a Group Three at York last weekend. Despite that she looked to have it to do in a strong renewal at the same level, but was in the firing line from the off as she raced slightly away from the others on the near side of the pack, and while Regional and the gambled-on King's Gamble looked like they would battle it out, Charlie Bishop had lots of horse underneath him and swept past to score by a length and three-quarters over King's Gamble. Johnson Houghton said: 'We always had faith she would win a Group race, but that faith has been tested somewhat this year. 'She ran really well at York last time when possibly I had left her a bit short. I know it was a bit quick to run her back and it looked a Group One in all but name – I wasn't expecting her to win, (but) I did think she would run a big race. On her day she is really good.' For the winning syndicate Hot To Trot Racing it was a 100th winner since their formation, with members now able to dream of bigger days later in the season before the five-year-old bows out at the conclusion of the campaign. Racing manager Sam Hoskins added: 'We've been going since 2012 and it's our 100th winner so to do it in a Group Three is really, really special. We have 80 members in the syndicate and it is just brilliant. 'Eve has always thought so much of her and it was quite a big decision for us to enter her in the Queen Elizabeth II Jubilee Stakes at Royal Ascot. 'But when she finished out the back of the television at York in the (1895) Duke of York (Stakes) it was really disappointing and she ran the same at Haydock the next time and she was almost borderline retirement. Because we lease the filly, it was a big decision for the breeder to keep her in training this year and we were feeling rather low. 'She has nothing to lose now as she will go off to stud at the end of the year, so she could maybe head to Haydock for the Sprint Cup or something, we've got to have a go. 'We'll enjoy today first and we're over the moon, it shows you have to always have a go, but I don't think we saw this coming.'
