American Surgical Holdings (fka ASRG)

[nelson1234]

stockcracker,

yeah I just checked, and it was posted to my account at 10:43am yesterday morning.

Congrats on this trade...although its an old one...and good luck in the future.

best.

[Stockcracker]

Finally received the distribution from TD. It was .05 per unit.

They also told me that they have now provided the holder info to American Surgical so they can distribute k-1's.

[Stockcracker]

They did not provide the distribution amount

[nelson1234]

stockcracker,

Thats good to know...thanks for the info. Dont kmow why TDA wouldnt answer your questions.

If nothing happens by july 4, I'll probably call them.

Did ASRG tell you what they expect the per share distribution to be?

best.

[Stockcracker]

TD holdings of CMC LLC units:

The controller for American Surgical told me that they sent the K-1's and a distribution check to the collective holders of CMC at TD on May 25. She said the TD contact is Gloria Baxter in the non-standard asset group and the number is 800.632.9095.

Apparently the K-1 and distribution check are for all holders combined because TD would not provide the holder detail to American Surgical.

I've called the non-std asset group a couple of times, sent emails, called customer service...no luck with these guys yet.

[Stockcracker]

What did you get? The K-1 and a distribution?

I'm still trying to get thru to TD. The controller for American Surgical told me she sent a distribution check and K-1 to TD on May 25th but said it was consolidated for all TD holders because TD would not provide the individual account holder detail.

[junewong]

Got mine..

[junewong]

Got the same thing on Wells Fargo and Etrade. Post if you hear anything and I will do the same

[nelson1234]

stockcracker,

No...I have those in an am-turd account as well. Shows n/a under symbol, $0.00 Last Price, $0.00 Purchase Price, and the same number of shares I had before the sale went through.

best.

[Stockcracker]

Did you get your LLC shares for CMC yet from the acquisition? TD Ameriturd just has a placeholder in my account for them. When I asked them about it they said that the units had not been delivered.

[nelson1234]

mike...got my money on Friday via TDAmeriturd...received just over $2.91/share.

best.

[MikeDDKing]

I think it should be pretty quick (2 weeks or so) if you hold your shares in street name (at a broker). It is better to ask your broker if you need a better estimate. If they are in certificate form then I don't know how long it will take.

[lytnup]

Little less of a cash portion than I was hoping for....

How long of a process is it typically to turn in the shares?

[MikeDDKing]

American Surgical Holdings, Inc. Completes Merger With AH Holdings Inc.
On Wednesday March 23, 2011, 5:16 pm

HOUSTON, March 23, 2011 (GLOBE NEWSWIRE) -- American Surgical Holdings, Inc. ("American Surgical" or the "Company") (OTCBB:ASRG - News) announced today the completion of its previously announced merger with AH Holdings, Inc., an affiliate of Great Point Partners I, LP. At a special meeting held on February 23, 2011, the stockholders of American Surgical voted to approve the Agreement and Plan of Merger that the Company entered into on December 20, 2010. Under the terms of the merger agreement, American Surgical stockholders are entitled to receive $2.89 in cash for each share of American Surgical common stock held. This amount represents the previously announced $2.87 per share price and an additional $0.02 per share for adjustments related to the cashless exercise of warrants and aggregate proceeds of options and warrants outstanding immediately prior to the consummation of the merger pursuant to the Agreement and Plan of Merger. Additionally, pursuant to the Agreement and Plan of Merger, the stockholders will receive (a) additional merger consideration at closing of $0.02 per share and (b) an ownership interest in CMC Associates, LLC, a subsidiary of the Company that will be the beneficial owner of certain pending litigation and litigation rights. Effective as of the closing of the market today, American Surgical common stock will cease to be traded on the OTCBB.

Stockholders of American Surgical who possess stock certificates will receive instructions by mail from Corporate Stock Transfer, the paying agent, concerning how and where to forward their certificates for payment of the merger consideration. For shares held in "street name" by a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to affect the surrender of your "street name" shares in exchange for the merger consideration. Questions about the deposit of merger proceeds should be directed to the appropriate broker, bank or other nominee.

Polaris Group served as the financial advisor to the Board of Directors of American Surgical. Broad and Cassel acted as legal counsel to the American Surgical Board of Directors and Thompson & Knight served as legal counsel to the Special Committee of the American Surgical Board of Directors. McDermott Will & Emery LLP served as legal counsel to GPP.

About the Company

American Surgical provides professional surgical assistant services to patients, surgeons and healthcare institutions, through its wholly owned subsidiaries. American Surgical markets its services to hospitals, surgeons and healthcare institutions. American Surgical provides service in Houston, San Antonio and Corpus Christi, Texas; Lawton, Oklahoma; Suffolk, Virginia; Memphis, Tennessee and Augusta, Georgia. For more information, please visit http://www.asainc.us.

About Great Point Partners I, LP

Great Point Partners (www.gppfunds.com) is a Greenwich-based health care focused investment firm that specializes in completing recapitalization transactions with middle-market companies and entrepreneurs.

Contact:

For American Surgical Holdings, Inc.
Polaris Group
Marshall Webb
[phone]

[junewong]

Bet this is the holdup !!

By Parent if (A) the Company settles any stockholder litigation against the Company or its

directors relating to the transactions contemplated by the merger agreement without Parent’s

prior written consent and (B) such settlement either (i) is not covered by the Company’s

insurance policy (or such coverage is denied by the applicable insurance carrier), (ii) does

not involve only the payment of monetary damages, or (iii) involves only the payment of

money damages, but such payment is in excess of the policy limits under such insurance

policy.

[lytnup]

Did anyone make it to the shareholder's meeting? How did it go?

[lytnup]

I remembered someone postulating that the dividend might be as high as the last one (.16 a share) - just trying to do some 3rd grade math while my son's fever breaks.

GLTY

[MikeDDKing]

I still stand by my comment that total consideration will end out being north of $3.

[lytnup]

Thanks.

Any more thoughts about the size (if any) of the final dividend?

[MikeDDKing]

The special meeting is to be held of February 23, 2011 per the DEF 14A filed today.

[lytnup]

These law firms are coming out of the woodwork......it would be interesting how often these "actions" have actually benefited shareholders.....

[MikeDDKing]

Look at MFLU for another company with buyouts and "investigations." There are two law firms in common.

[MikeDDKing]

Well, part of the claim is that the insiders own a majority of the shares and they are getting a different deal than the rest of us. The lawyers are trying to get a better deal for us.

I don't know when the meeting is supposed to be but the transaction is expected to close in Q1.

[lytnup]

If a majority of the shareholders (i.e., the business owners) are in favor of the deal, then this is just background noise, yes?

Any idea when the meeting might be? The PREM14 I looked at didn't have any dates or times listed.....

[MikeDDKing]

I doubt anyone is putting them up to it.

[lytnup]

So now there are 3 firms investigating the sale? Is business really that slow for these guys? Any idea who might be putting them up to this?

[MikeDDKing]

I don't ever recall seeing anything happen but then again I haven't watched closely.

[lytnup]

And what is normally the outcome? How often do they succeed in getting more money from the buyers? And have they ever managed to get a buyout offer rescinded, evaporating any gains that existing shareholders had realized to that point?

[MikeDDKing]

I see a PR like that from both law firms for pretty much every acquisition.

[lytnup]

Is this firm affiliated with Tripp Levy LLC that PR'd the initial action?

[lytnup]

Does anybody know when the special meeting will be held to put this thing to a vote?

[junewong]

PREM14A

http://tinyurl.com/39sakpx

[lytnup]

Anybody have access to Bloomberg? It is rumored that consensus among analysts there has ASRG @ $3.37 a share in 12 months.

In light of their earnings, could other interested parties (buyers) be brought to the table if this shareholder action materializes? Or is it a moot point, since current owners control 60% of the stock, and can vote it how they see fit?

[Rawnoc]

They happen more often than you think, and they almost always actually do close as long as they are fully reporting with the SEC and not a subpenny pinksheet scam.

That said, I don't care if it's a Dow stock....I generally take the money and run if it's a cash buyout. Once in a while maybe hold on hoping for a counter offer that's higher if it's a big household name.

[lytnup]

Thanks for the input.

[lytnup]

I need to get out more - OTC companies that successfully pull off such sales are a rarity in my experience, and hence my apprehension about the deal actually sticking. Thanks for the input.

[pantherj]

Sounds to me like a major stock holder with some business savvy contacted this attorney firm. The stock holder must feel that insiders are enriching themselves unjustly at shareholder expense. However, my understanding is that 60% of the votes have already approved the merger as it is currently outlined. So, I don't see what can be done.

For the record, I am not a shareholder. Nopr do i have any pecuniary interest in this whatsoever. This just piqued my interest and will be an excellent learning experience.

[Rawnoc]

I sold. Am I the smart money? Nah.....I guess smart money says what's the risk here? Unless the buyout falls through, your worst case scenario is a $2.87 cash buyout which is higher than current.

[lytnup]

Would have been nice to have actually seen an analyst's report valuing ASRG @ $3.40 a share.....

Does the smart money take profits now, or hang around for the "analyst" $3.40, with the risk that the deal could be rescinded due to the PR?

[Rawnoc]

"analysts have projected that the true inherent value of the company is worth
approx. $3.40 per share."

[Rawnoc]

Management Buyout of American Surgical Investigated by Tripp Levy PLLC

NEW YORK, Dec 27, 2010 (BUSINESS WIRE) -- Tripp Levy PLLC, a leading national
securities law firm, announces an investigation into the acquisition of American
Surgical Holdings, Inc. (ASRG). On December 20, 2010, American Surgical announced
that it had entered into a definitive merger agreement pursuant to which American
Surgical will be acquired and taken private by AH Holdings Inc., an affiliate of
Great Point Partners, I LP ("GPP"). Under the terms of the definitive merger
agreement, at the closing of the transaction American Surgical's stockholders
will receive $2.87 per share in cash.

Certain members of American Surgical's management team will receive a 14.9%
ownership interest in the buyer. In addition, management of American Surgical
have agreed to vote their 60% interest in favor of the transaction.

The investigation concerns, among other things, whether the consideration to be
paid to American Surgical shareholders is grossly unfair, inadequate, and
substantially below the fair or inherent value of American Surgical. Indeed,
analysts have projected that the true inherent value of the company is worth
approx. $3.40 per share. The investigation further concerns whether management
and the directors of American Surgical may not be acting in American Surgical
shareholders' best interests in connection with the proposed transaction.

If you own American Surgical common stock and you wish to discuss this matter
with us, or have any questions concerning your rights and interests with regard
to this matter, please contact:

Tripp Levy
Tripp Levy PLLC
125 East 82nd Street
9th Floor
New York, New York
Toll Free: 877-772-3975
Email: [e-mail]


SOURCE: Tripp Levy PLLC

Tripp Levy PLLC
Tripp Levy, 877-772-3975
[e-mail]


Copyright Business Wire

[lytnup]

8K filed.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7625185

[UGAinvestor]

UUGGHHHH.. I had a buy order in when it was @ .70 and decided against it because I was managing someone else's money and the OTC part was a hard sell...Wow...coulda woulda shoulda right? Congrats to all who are reaping in the benefits today.

[Bull Trader]

solid call Mike.
BLUeeeeee

[Rawnoc]

Crapshoot IMO. On the one hand the risk of holding is minimal. If the buyout falls through.....not good.

Potential is that we get a little extra cash and we get shares in another company (that's non-public I think) so it's possible to get a lot of value, in theory, in that other company. There's also the wild card that the buyout price gets raised through a competiting bid or other reason.

You have to figure out tax consequences as well of selling now vs. the future. Finally even at $2.87 there's still some premium vs. sell at $2.76

I've sold some and will probably just sell the rest. I'm not sure it's wise but with this much profit this quick I'll live.

[TrueFlaco]

So, perhaps a stupid question to the veterans out there, but does it make sense to sell today or continue to hold? If hold, until when?

[SilverSurfer]

superb call

[pumpnass]

no doubt bud

[MikeDDKing]

Please note Rawnoc's post about the SwingTrade Portfolio. Also, note this post:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57987752

If you have any further questions, please send me a PM or ask me on the SwingTrade board located here:

http://investorshub.advfn.com/boards/board.aspx?board_id=1781

[Rawnoc]

Other stocks would be off topic on this board, however, ASRG is part of this fictional portfolio that we manage:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=57870094

We will be putting out a more detailed DD version shortly. Just finishing it up.