InfuSystem Files Definitive Revocation Solicitation Statement With the SEC

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--InfuSystem Holdings, Inc.
INFU
today filed a definitive revocation solicitation statement with the Securities and Exchange Commission (the "SEC") seeking revocations from stockholders in response to the solicitation of agent designations from Kleinheinz Capital Partners, Meson Capital Partners, Boston Avenue Capital and certain affiliates (the "Kleinheinz Dissident Group") to call a special meeting for the purpose of replacing the Company's entire Board of Directors. The InfuSystem Board unanimously recommends that stockholders reject the Kleinheinz Dissident Group's efforts to take control of the Company by disregarding the Kleinheinz Dissident Group's agent designation card and solicitation materials. In connection with the solicitation of revocations, InfuSystem is mailing the letter included below to its stockholders: Dear Fellow InfuSystem Stockholder: Kleinheinz Capital Partners, Meson Capital Partners, Boston Avenue Capital and certain affiliates of those entities (the "Kleinheinz Dissident Group"), a group of stockholders that collectively owns 11.4% of the InfuSystem outstanding shares, is asking your approval to call a special meeting to replace all seven members of InfuSystem's Board of Directors with its own handpicked nominees. DO NOT ALLOW THE KLEINHEINZ DISSIDENT GROUP TO TAKE CONTROL OF YOUR BOARD AND YOUR COMPANY DO NOT DESIGNATE THE KLEINHEINZ DISSIDENT GROUP AS AGENT FOR YOUR SHARES – DO NOT SIGN THEIR WHITE AGENT DESIGNATION CARD The InfuSystem Board of Directors strongly believes that InfuSystem has the right Board and management team in place and that convening a special meeting at this time is not in the best interests of the Company or our stockholders. The InfuSystem Board values input from our stockholders and is fully committed to obtaining stockholder input regarding the composition of the Board. However, the Board does not believe that a special meeting serves the interests of our stockholders. The special meeting has been demanded by a group of dissident stockholders who have not articulated any plans or proposals for InfuSystem or provided any information as to what actions they might undertake if they were to seize control of InfuSystem. Furthermore, the entire InfuSystem Board will be up for election later this year at our 2012 annual meeting of stockholders to be held in the spring, which makes the need for a special meeting completely unnecessary. INFUSYSTEM HAS THE RIGHT PLAN IN PLACE TO DELIVER LONG-TERM VALUE TO STOCKHOLDERS Over the past several years, the InfuSystem Board and management team have worked diligently to develop a strategic plan that positions the Company for continued success. We remain committed to the Company's core vision of becoming a significant leader in the infusion and pre-owned medical equipment markets, increasing revenue, maintaining attractive EBITDA margins, generating substantial free cash flow and improving the Company's overall financial profile. The Company's Board, management team and employees have built InfuSystem into a market leading full-service infusion provider with a favorable reimbursement position with more than 200 managed care contracts covering approximately 200 million individuals. Given InfuSystem's leading market position and the increasing demand for health care services and infusion therapy, we believe InfuSystem has a clear action plan and is well positioned for growth through multiple strategic and organic opportunities. THE BOARD AND MANAGEMENT TEAM ARE SUCCESSFULLY EXECUTING ON THE STRATEGIC PLAN InfuSystem has a clear action plan in place to continue to capitalize on the significant growth opportunities available and drive enhanced stockholder returns, and the Board believes it has the right management team to execute the plan. The Company's key executives have only been in their positions for short periods of time. Sean McDevitt has been Chief Executive Officer since September 2009, and the current Chief Financial Officer and head of sales have held their positions only since late 2010. In contrast, we believe that electing the Kleinheinz Dissident Group's nominees could interrupt the ongoing implementation of the Company's strategic plan and negatively impact stockholder value. InfuSystem's core ambulatory infusion pump business provides a complete solution to doctors and patients, and has a strong presence with the largest payors and cancer treatment centers. In addition, the Company has maintained a disciplined approach to acquisitions, completing the purchase of Star Infusion and Compression Therapies, LLC in 2011 to complement the June 2010 acquisition of First Biomedical, Inc. These acquisitions have further diversified revenue streams while maintaining attractive EBITDA margins. InfuSystem has achieved 17 consecutive quarters of year-over-year revenue growth. From the 12 months ended December 31, 2008 to the 12 months ended December 31, 2011, the Company increased revenues by 54%, while maintaining attractive EBITDA margins. As a sign of its growth, the Company successfully transitioned from the OTC Bulletin Board to a national exchange, the NYSE Amex, in early 2011. InfuSystem has a strong nationwide presence that we believe we can leverage to further expand our footprint through strategic acquisitions. We are focused on targeted, accretive acquisitions of complementary businesses. Additionally, our ability to offer biomedical repair and service nationwide, as well as lease or sell a portfolio of large volume pumps, provides considerable retail opportunities. The Company expects to take advantage of these opportunities in order to grow organic revenues. INFUSYSTEM HAS A STRONG, EXPERIENCED, INDEPENDENT AND MOTIVATED BOARD THAT IS COMMITTED TO ENHANCING STOCKHOLDER VALUE We believe that we have the right Board and management team in place to execute on our strategic plan. Your Board is composed of seasoned executives, six of whom are independent, and all of whom are actively engaged and keenly aware of their duties to create value for all stockholders. In addition, the current members of the Board are also incentivized to pursue a strategy that will enhance stockholder value due to the fact that they own approximately 17.3% of the Company's outstanding shares, as compared to the Kleinheinz Dissident Group, which owns only approximately 11.4% of the Company's outstanding shares of Common Stock. For the past four years, no member of the Company's Board of Directors has sold any shares of InfuSystem's Common Stock. The Board and management team are committed to ensuring that they have the right plan and governance structure in place to deliver the most value to stockholders. The Board and management team, with the assistance of independent financial advisors, regularly undertake a thorough review of strategic alternatives. The Company and its Board of Directors are also members in Corporate Board Member, a NYSE Euronext company, which provides ongoing education focused on the corporate governance responsibilities of a public company director. While the Board believes that the Company has the correct strategic plan and leadership in place, it remains open to all ideas designed to enhance stockholder value. Conversely, the Kleinheinz Dissident Group has refused to share with the Company any ideas that it may have for enhancing stockholder value despite several requests, instead opting to engage in a campaign that will only serve to inflict significant costs on the Company and its stockholders.
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