The Board of Directors of InfuSystem Holdings, Inc. (NYSE MKT: INFU)
(“InfuSystem” or the “Company”), a leading provider of infusion pumps
and related services for the U.S. healthcare industry, today issued an
open letter to all shareholders. The full text reads as follows:
July 31, 2013
Open Letter to All Shareholders
Dear Shareholders:
The Special Committee of the Board of Directors (the “Special
Committee”) of InfuSystem Holdings, Inc. (the “Company”), after long and
careful deliberation and with the participation and assistance of the
Company’s senior management team, has decided that it is in the best
interest of all shareholders of the Company to terminate the
consideration of a potential sale of the Company. This will allow
management to focus on growing revenue, increasing profitability,
serving our customers, building an enduring business and, thus, creating
long-term value for all of the Company’s shareholders.
Following thorough discussions with the Special Committee through the
Company’s investment banking advisors, Ryan Morris and his potential
financing partners have decided not to accept the offer made by the
Special Committee in its letter dated July 18, 2013. In that letter, the
Special Committee was willing to agree to a reasonable period of
exclusivity for due diligence and dialogue in order to better understand
and address concerns regarding future risks to the Company as well as to
assist Mr. Morris and his financing sources to potentially increase the
value of their proposal. While the Special Committee appreciates Mr.
Morris trying to increase shareholder value via a transaction, the
Special Committee continues to believe that the value of the Company is
above the proposed offer range of $1.85 to $2.00 per share in cash.
Since the spring of 2012, the Company and its management team have dealt
with numerous issues, including the distractions and costs associated
with the evaluation of potential strategic alternatives. Despite these
distractions and major changes in healthcare reimbursement, the Company
has continued to achieve its goals. The Special Committee believes that
the current management team, led by CEO Eric Steen, can and will
effectively meet the reimbursement challenges and develop new growth
initiatives.
The Special Committee, and the management team, received many insightful
comments from shareholders concerning Mr. Morris’ offer and the Special
Committee response.
Having concluded its business as a Special Committee, the members of the
committee proposed to the entire Board of Directors (the “Board”) that
the Special Committee be disbanded effective immediately, and the Board
unanimously agreed to this action. Wayne Yetter, while remaining an
independent Board member, is stepping down as Chairman of the Board
immediately, and Ryan Morris is resuming his position as Executive
Chairman. The Board appreciates Mr. Yetter’s leadership and direction
since temporarily assuming the position of Chairman on May 15, 2013, and
thanks Mr. Yetter for his significant contributions. Mr. Yetter
similarly expressed appreciation to the management team for staying
focused on the core business while also providing necessary assistance
to the Special Committee during its existence.
Over the past year, our Company’s management team has been greatly
strengthened through the leadership of new CEO Eric Steen and his
talented management team. It is now time to support this team as they
meet the challenges of a changing healthcare environment and create new
growth initiatives on a strong business platform.
The management team will report its results for the fiscal second
quarter in August, and looks forward to reviewing the Company’s growth
plans with shareholders in the near future.
Sincerely,
The Board of Directors of InfuSystem Holdings, Inc.
About InfuSystem Holdings, Inc.
InfuSystem Holdings, Inc. is a leading provider of infusion pumps and
related services to hospitals, oncology practices and other alternate
site healthcare providers. Headquartered in Madison Heights, Michigan,
the Company delivers local, field-based customer support and also
operates Centers of Excellence in Michigan, Kansas, California, and
Ontario, Canada. The Company’s stock is traded on the NYSE MKT under the
symbol INFU.
Forward-Looking Statements
Certain matters discussed in this press release, other than statements
of historical fact, are forward-looking statements within the meaning of
the U.S. Securities Act of 1933, as amended, including any statement
that refers to expectations, projections or other characterizations of
future events or circumstances and those which can be identified by the
use of forward-looking terminology such as “expects,” “plans,” “may,”
“should,” “believes” or “anticipates” and other similar expressions.
These forward-looking statements involve known and unknown risks and
uncertainties that could cause actual results to differ materially from
those expressed or implied, or otherwise predicted, by such
forward-looking statements. These risks and uncertainties include
general economic conditions, as well as other risks, detailed from
time-to-time in the Company’s publicly filed documents and in news
releases and other communications. The Company disclaims any intention
or duty to update any forward-looking statements made in this release.
Additional information about InfuSystem Holdings, Inc. is
available at www.infusystem.com.
Copyright Business Wire 2013