News & Media
Entwistle & Cappucci LLP Brings Appraisal Proceeding in Delaware Chancery Court in Connection with American Securities LLC’s Acquisition of Air Methods Corporation
May 9, 2017
NEW YORK, NY, April 27, 2017 – Entwistle & Cappucci LLP announced today that it has instituted appraisal proceedings on behalf of former institutional shareholders of Air Methods Corporation (“Air Methods” or the “Company”) in connection with the merger of Air Methods and affiliates of American Securities LLC (“American Securities”).
On March 14, 2017, Air Methods and ASP AMC Merger Sub, Inc. (the “Purchaser”), a wholly owned subsidiary of ASP AMC Intermediate Holdings, Inc., beneficially owned by affiliated funds managed by American Securities LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, on March 23, 2017, the Purchaser commenced a cash tender offer to purchase all of the outstanding shares of Air Methods common stock for a purchase price of $43.00 per share. On April 21, 2017, following the tender of common shares above the minimum condition, the Purchaser was merged with and into Air Methods, with Air Methods surviving as an indirect wholly owned subsidiary of American Securities (the “Merger”). The Merger was effected pursuant to Section 251(h) of the Delaware General Corporation Law without a vote of the Company’s stockholders. As a result of the consummation of the Merger, Air Methods common stock has ceased to be listed on the Nasdaq Stock Market.
The appraisal action, captioned Arbitrage Fund, et al. v. Air Methods Corporation, C.A. No. 2017-0317, is pending in the Court of Chancery for the State of Delaware and seeks a judicial determination of the fair value of Air Methods common stock materially in excess of the $43.00 per share Merger consideration.
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Entwistle & Cappucci is a national law firm providing exceptional legal representation to clients globally in the most complex and challenging legal matters. Our practice encompasses all areas of litigation including securities, antitrust, corporate transactions, general corporate and commercial, creditor’s rights and bankruptcy, corporate governance and fiduciary duty, government affairs, insurance, investigations and white collar defense. Our clients include public and private corporations, major hedge funds, public pension funds, governmental entities, leading institutional investors, domestic and foreign financial services companies, emerging business enterprises and individual entrepreneurs.
Vincent R. Cappucci, Esq. ([email protected])
Jarett Sena, Esq. ([email protected])
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