AHI Allied Health

 

TIDMAHI 
 
RNS Number : 1024Q 
Allied Healthcare International Inc 
03 April 2009 
 

Allied Healthcare International Inc. Adopts Shareholder Rights Plan 
 
 
 
APRIL 3, 2009 -- Allied Healthcare International Inc. (Nasdaq: AHCI; AIM: AHI, 
http://www.alliedhealthcare.com), a leading provider of flexible healthcare 
staffing services in the United Kingdom, announced today that its Board of 
Directors has adopted a shareholder rights plan. The plan is similar to the 
shareholder rights plans adopted by many other US public companies. 
 
 
As contemplated by the shareholder rights plan, a dividend of one right has been 
declared for each share of Allied common stock that is outstanding on the close 
of business on April 2, 2009. No separate certificates evidencing the rights 
will be issued unless and until the rights become exercisable. 
 
 
The rights generally will not become exercisable until a person or group 
acquires 20% or more of Allied's common stock in a transaction that is not 
approved in advance by Allied's Board of Directors. In that event, each right 
will entitle the holder, other than the unapproved acquirer and its affiliates, 
to buy common stock of Allied at 50% of its market value for the right's 
exercise price (initially $20.00, subject to adjustment). The Board of Directors 
may redeem the rights for a nominal amount at any time prior to ten days after a 
person or group announces that it has acquired 20% or more of Allied's common 
stock. If not redeemed by the Board, the rights will expire on April 1, 2019, 
or, if not approved by the shareholders at the annual meeting of shareholders in 
2010, immediately following such meeting.  The rights plan is available on the 
Company's website via the following link 
 http://www.alliedhealthcare.com/PressReleaseView.aspx?pid=80. 
 
 
Mark Tompkins, the Chairman of the Board of Allied, commented, "After thorough 
deliberation, the Board of Directors has adopted the shareholder rights plan. 
The plan should provide the Board with the ability to protect and maximize 
shareholder value. Allied's shareholder rights plan mandates an annual review of 
the plan by the independent directors and shareholders will be invited to 
confirm the plan at Allied's annual meeting of shareholders in 2010. The plan 
also provides that it will not apply to transactions that are approved by the 
independent directors. These provisions were included in the plan in order to 
alleviate some of the concerns that have been voiced with shareholder rights 
plans." 
 
 
ABOUT ALLIED HEALTHCARE INTERNATIONAL INC. 
 
 
Allied Healthcare International Inc. (http://www.alliedhealthcare.com) is a 
leading provider of flexible healthcare staffing services in the United Kingdom. 
Allied operates a community-based network of approximately one hundred branches 
with the capacity to provide carers (known as home health aides in the U.S.), 
nurses, and specialized medical personnel to locations covering approximately 
90% of the U.K. population. Allied meets the needs of private patients, 
community care, nursing and care homes, and hospitals. 
 
 
FORWARD-LOOKING STATEMENTS 
 
 
Certain statements contained in this news release may be forward-looking 
statements. These forward-looking statements are based on current expectations 
and projections about future events. Actual results could differ materially from 
those discussed in, or implied by, these forward-looking statements. Factors 
that could cause actual results to differ from those implied by the 
forward-looking statements include: general economic and market conditions; 
Allied's ability to continue to recruit and retain flexible healthcare staff; 
Allied's ability to enter into contracts with local government social services 
departments, NHS Trusts, hospitals and other healthcare facility clients on 
terms attractive to Allied; the general level of patient occupancy at clients' 
hospitals and healthcare facilities; dependence on the proper functioning of 
Allied's information systems; the effect of existing or future government 
regulation of the healthcare industry, and Allied's ability to comply with these 
regulations; the impact of medical malpractice and other claims asserted against 
Allied; the effect of regulatory change that may apply to Allied and that may 
increase costs and reduce revenues and profitability; Allied's ability to use 
net operating loss carry forwards to offset net income; the effect that 
fluctuations in foreign currency exchange rates may have on our 
dollar-denominated results of operations; and the impairment of goodwill, of 
which Allied has a substantial amount on the balance sheet, may have the effect 
of decreasing earnings or increasing losses. Other factors that could cause 
actual results to differ from those implied by the forward-looking statements in 
this press release include those described in Allied's most recently filed SEC 
documents, such as its most recent annual report on Form 10-K, all quarterly 
reports on Form 10-Q and any current reports on Form 8-K filed since the date of 
the last Form 10-K. Allied undertakes no obligation to publicly update or revise 
any forward-looking statements, whether as a result of new information, future 
events, or otherwise. 
 
 
 
 
Allied Healthcare International Inc. 
Sandy Young, Chief Executive Officer 
Paul Weston, Chief Financial Officer 
UK  00-44-1785 810-600 
sandyyoung@alliedhealthcare.com 
paulweston@alliedhealthcare.com 
or 
The Investor Relations Group 
Adam Holdsworth 
212-825-3210 
or 
Cenkos Securities plc (Nominated Advisor) 
Ian Soanes 
London: 00-44-20-7397-8924 
or 
Elizabeth Bowman 
London: 00-44-20-7397-8928 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCZGGGDGFNGLZM 
 

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