HERNDON,
Va., April 4, 2022 /PRNewswire/ -- SOC Telemed,
Inc. (NASDAQ: TLMD) (the "Company" or "SOC Telemed"), the largest
national provider of acute care telemedicine, today announced that
its stockholders approved the acquisition of SOC Telemed by Patient
Square Capital, a leading dedicated health care investment firm, at
a special meeting.
Steve Shulman, Chairman of the
SOC Telemed Board of Directors, said, "On behalf of the SOC Telemed
Board, I would like to thank our stockholders for their support of
this transaction. Today's vote represents an important milestone
towards beginning our next chapter as a private company, and we
look forward to partnering with Patient Square Capital to meet the
growing needs of patients, physicians and our hospital
partners."
The final voting results will be reported in a Current Report on
Form 8-K to be filed with the Securities and Exchange Commission
(the "SEC").
Under the terms of the Agreement and Plan of Merger announced on
February 3, 2022 (the "Merger
Agreement"), SOC Telemed stockholders will receive $3.00 in cash per share of Class A common
stock. SOC Telemed expects to announce the consummation of the
transaction within the coming days, subject to the satisfaction of
certain customary closing conditions set forth in the Merger
Agreement. Upon closing of the transaction, SOC Telemed will become
a privately held company and SOC Telemed's Class A common stock and
warrants to purchase SOC Telemed's Class A common stock will no
longer be listed on any public market.
About SOC Telemed
SOC Telemed ("SOC") is the leading national provider of acute
telemedicine technology and solutions to hospitals, health systems,
post-acute providers, physician networks, and value-based care
organizations since 2004. Built on proven and scalable
infrastructure as an enterprise-wide solution, SOC's
technology platform, Telemed IQ, rapidly deploys and
seamlessly optimizes telemedicine programs across the continuum of
care. SOC provides a supportive and dedicated partner presence,
virtually delivering patient care through teleNeurology,
telePsychiatry, teleCritical Care, telePulmonology,
teleCardiology, teleInfectious Disease,
teleNephrology, teleMaternal-Fetal Medicine and other service
lines, enabling healthcare organizations to build sustainable
telemedicine programs across clinical specialties. SOC enables
organizations to enrich their care models and touch more lives by
supplying healthcare teams with industry-leading solutions that
drive improved clinical care, patient outcomes, and organizational
health. The company was the first provider of acute clinical
telemedicine services to earn The Joint Commission's Gold Seal of
Approval and has maintained that accreditation every year since
inception. For more information, visit www.soctelemed.com.
About Patient Square Capital
Patient Square Capital is a dedicated health care investment
firm that partners with best-in-class management teams whose
products, services and technologies improve health. We utilize our
deep industry expertise, our broad network of relationships and a
true partnership approach to make investments in companies that
will grow and thrive. We believe in the power these companies have
to improve patient lives, strengthen communities and create a
healthier world. Patient Square Capital is purpose built by a team
of industry-leading executives, differentiated by the depth of our
focus in health care, the breadth of our health care investing
experience, and the network we can activate to drive differentiated
outcomes. Most importantly, patients are squarely at the center of
all that we do. For more information,
visit www.patientsquarecapital.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on SOC Telemed's current expectations,
estimates and projections about the expected date of closing of the
proposed transaction and the potential benefits thereof, its
business and industry, management's beliefs and certain assumptions
made by SOC Telemed and Patient Square Capital, all of which are
subject to change. In this context, forward-looking statements
often address expected future business and financial performance
and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "could," "seek," "see,"
"will," "may," "would," "might," "potentially," "estimate,"
"continue," "expect," "target," similar expressions or the
negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All
forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and
the anticipated benefits thereof. These and other forward-looking
statements, including statements about the parties' ability to
consummate the proposed transaction on the anticipated timeframe or
at all, to make any filing or take any other action required to
consummate the proposed transaction on the anticipated timeframe or
at all, or to realize the anticipated benefits of the proposed
transaction are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in
forward-looking statements. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include,
but are not limited to: (i) the completion of the proposed
transaction on the anticipated terms and timeframe, including
obtaining regulatory approvals, anticipated tax treatment,
unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and
management strategies for the management, expansion and growth of
SOC Telemed's business and other conditions to the completion of
the proposed transaction; (ii) the impact of the COVID-19 pandemic
on SOC Telemed's business and general economic conditions; (iii)
SOC Telemed's ability to implement its business strategy; (iv)
significant transaction costs associated with the proposed
transaction; (v) potential litigation relating to the proposed
transaction; (vi) the risk that disruptions from the proposed
transaction will harm SOC Telemed's business, including current
plans and operations; (vii) the ability of SOC Telemed to retain
and hire key personnel; (viii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed transaction; (ix) legislative,
regulatory and economic developments affecting SOC Telemed's
business; (x) general economic and market developments and
conditions; (xi) the evolving legal, regulatory and tax regimes
under which SOC Telemed operates; (xii) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect
SOC Telemed's financial performance; (xiii) restrictions during the
pendency of the proposed transaction that may impact SOC Telemed's
ability to pursue certain business opportunities or strategic
transactions; (xiv) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism, outbreak
of war or hostilities, or pandemics; (xv) any potential negative
effects of this communication or the consummation of the proposed
transaction on the market price of SOC Telemed's Class A common
stock; and (xvi) other factors as set forth from time to time in
SOC Telemed's filings with the SEC, including its Annual Report on
Form 10-K for the year ended December 31,
2021, as may be updated or supplemented by any subsequent
filings that SOC Telemed may file with the SEC, as well as SOC
Telemed's response to any of the aforementioned factors. These
risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the Proxy Statement filed
with the SEC in connection with the proposed transaction. Investors
are cautioned not to place undue reliance on such statements which
speak only as of the date they are made. While the list of factors
presented here is, and the list of factors presented in the Proxy
Statement is, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and other similar
risks, any of which could have a material adverse effect on SOC
Telemed's financial condition, results of operations, or liquidity.
SOC Telemed does not assume any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
Media Contact
Doug Allen/Zach Kouwe
Dukas Linden Public Relations
646-722-6530
PatientSquare@DLPR.com
Investor Relations
Steve Rubis
Vice President, Investor Relations
SOC Telemed
(214) 681-7991
srubis@soctelemed.com
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SOURCE SOC Telemed