BELLAIRE, Texas--(BUSINESS WIRE)--First Surgical Partners, Inc. (OTC:FSPI) ("First Surgical" or the "Company"), an ambulatory surgery center and acute care hospital company, today announced that it is currently considering a going-private transaction whereby the Company would cease to be a public reporting company and its shares would no longer be traded on any exchange and/or quotation system. To this end, the Company previously elected Messrs. Douglas Cole and Michael Toups to its Board of Directors and appointed them to a Special Committee created for the sole purpose of exploring this transaction as well as various alternative transactions. The Special Committee has determined that a going-private transaction is the best option for the Company and its stockholders and engaged a financial adviser to provide both a valuation of the Company and a fairness opinion in connection with a going-private transaction. Such a transaction would be contingent upon certain customary closing conditions, including obtaining the necessary financing to fund payment of any merger consideration to the non-continuing stockholders.
Shareholder Dividend
First Surgical’s Board of Directors has declared a quarterly cash dividend of approximately $0.0134 per share on the Company's common stock, to be paid on October 9, 2012 to stockholders of record on October 8, 2012.
Additional Information and Where to Find It
This press release is neither a solicitation of a proxy nor an offer to purchase nor a solicitation of an offer to sell shares of the Company’s common stock, and is not a substitute for any proxy or information statement or other filing that may be made with the SEC in connection with the transaction. In connection with the transaction, the Company intends to file an information statement and other relevant materials with the SEC, and the Company and certain other persons intend to file a Schedule 13E-3 transaction statement with the SEC. Once filed, these documents will be available at no charge on the SEC's website at www.sec.gov.
Information regarding the interests of participants in the solicitation, which may be different than those of the Company's stockholders generally, will be included in the information statement relating to the transaction when it becomes available.
About First Surgical Partners, Inc.
First Surgical operates two ambulatory surgery centers and a general acute care hospital in the Houston area. The surgeons that utilize First Surgical’s facilities perform non-emergency surgeries at these locations. The procedures performed include bariatric; ear, nose and throat; reconstructive and cosmetic plastics, orthopedics, pain management, neurosurgery and podiatry, all of which are often completed on an outpatient or short-stay basis. Each of First Surgical’s facilities resides within its own limited partnership, which is wholly owned by First Surgical. First Surgical’s website is www.firstsurgical.com.
Forward-Looking Statements
Certain statements contained in this press release may constitute "forward-looking statements." Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings with the Securities and Exchange Commission located at their website (http://www.sec.gov). In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors. The forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of the press release.