Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Mike & Rawnoc,
I want to thank you guys for helping me decide not to take a tax-write off on my shares bought earlier this year.
p.s. I bought asrg trying to deversify away from all small-cap China stocks I have done so well with in the past.
Needless to say until this buyout was announced it was looking like a disaster with how generous management has been to themselves at the expense of shareholder value & eps.
If you guys have one or two small-cap American company picks to reinvest this gain in I would like a name or two to dd.TIA
After investing almost exclusively in China stocks for 4 years I have decided to get a few small-cap American companies but only those that can grow revenue at 30%+.
I am building a portfolio for the future since I am still a young 73.LOL
ASRG -- it gets better:
"This per share cash consideration is payable by AH Holdings Inc. and subject to increase if less than all of the stock options and warrants to purchase the Company's common stock have been exercised as of the effective time of the merger and/or if some or all of the warrants to purchase the Company's common stock are exercised on a cashless basis. In addition, under the terms of the definitive merger agreement, at the closing of the transaction American Surgical's stockholders will receive (a) additional per share merger consideration consisting of a final cash dividend, if any, payable by the Company and computed in accordance with the definitive merger agreement and (b) an ownership interest in CMC Associates, LLC, a subsidiary of the Company, which will be the beneficial owner of certain pending litigation and litigation rights. The cash consideration payable by AH Holdings Inc. will not be paid on an aggregate of 2,234,707 shares of the Company's common stock owned by certain members of the Company's management team (the "Non-Participating Stockholders"). Instead, these people will receive a 14.9% ownership interest, collectively, in the buyer's parent entity. The proposed transaction is expected to close during the first quarter of 2011."
Great buyout for ASRG, so what's next up Mike? I stupidly sold out after dividend and will be kicking myself for a long time to come. Just gotta focus on next big gain, currently focusing on JBII. You?
All ASRG shareholders from before the ex-dividend date can expect to receive a total of $3.03 in cash between the dividend to be paid out plus the buyout.
WOWOWOWOWOWOWOW NICE!!!!
BOOOOOOOOOOOOOOOOOOOYAH!!!!!
Unfortunately if it were that easy to make money millionaires would be a dime a dozen.
I don't follow the company closely enough to know what price the warrants and options are at but suspect some arb types will do that math and then discount some risk till closing to come up with a price that the stock will levitate too almost immediately (maybe some slight volatility if people perceive a high risk of it falling through). The stock will trend up to what the ultimate price is too (unless a third party makes a higher bid or the deal falls apart). If your in the arb business you could make a few cents (assuming the deal doesn't fall apart) but the big money will have been made by those already in and "easy" money opportunity won't exist.
You are correct.
I currently do not own ASRG, but I assume the share price will increase greatly, because of the Monday buyout news, for Tuesday morning, upon market open. Am I correct on this, as I am new to investing and would like some feedback?? Thank you.
Congradulations, stunning buyout!
That made my day and year!!!!
HOUSTON, Dec. 20, 2010 (GLOBE NEWSWIRE) -- American Surgical Holdings, Inc. ("American Surgical" or the "Company") (OTCBB:ASRG) announced today that it has 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"), a Greenwich, CT-based private equity fund.
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, which represents a 205% premium to the average daily trading price of $0.941 over the 90 days prior to the execution and public announcement of the transaction. The closing price of the Company's common stock on the last trading day prior to the public announcement of the transaction was $1.32. This per share cash consideration is payable by AH Holdings Inc. and subject to increase if less than all of the stock options and warrants to purchase the Company's common stock have been exercised as of the effective time of the merger and/or if some or all of the warrants to purchase the Company's common stock are exercised on a cashless basis. In addition, under the terms of the definitive merger agreement, at the closing of the transaction American Surgical's stockholders will receive (a) additional per share merger consideration consisting of a final cash dividend, if any, payable by the Company and computed in accordance with the definitive merger agreement and (b) an ownership interest in CMC Associates, LLC, a subsidiary of the Company, which will be the beneficial owner of certain pending litigation and litigation rights. The cash consideration payable by AH Holdings Inc. will not be paid on an aggregate of 2,234,707 shares of the Company's common stock owned by certain members of the Company's management team (the "Non-Participating Stockholders"). Instead, these people will receive a 14.9% ownership interest, collectively, in the buyer's parent entity. The proposed transaction is expected to close during the first quarter of 2011.
Zak Elgamal, the Executive Chairman, Chief Executive Officer and President of American Surgical, commented, "Our agreement with GPP provides a compelling all-cash premium to our stockholders. Throughout this process, our Board has been committed to delivering value and liquidity to our stockholders, and we believe this transaction will accomplish both of those objectives. We look forward to working with GPP to complete this transaction as expeditiously as possible."
A Special Committee of American Surgical's independent directors and the American Surgical Board of Directors has unanimously approved the definitive merger agreement and recommended to the American Surgical stockholders that they adopt and approve the definitive merger agreement. The American Surgical Board of Directors, in conjunction with the Special Committee, carefully considered GPP's offer with the counsel of independent legal and financial advisors and, after extensive negotiations, unanimously concluded based on the recommendation of the Special Committee that this transaction is in the best interest of American Surgical's stockholders.
In addition, the Special Committee retained Howard Frazier Baker Elliott, Inc., a Texas-based firm dedicated to providing valuation, financial advisory, and investment banking services to both privately held and publicly traded companies, to render a fairness opinion to the Special Committee and the Board of Directors. Howard Frazier Baker Elliott, Inc. rendered its opinion that the merger consideration to be received by American Surgical's stockholders (other than the Non-Participating Stockholders) under the transaction is fair, from a financial point of view, to such stockholders. The transaction is subject to approval by American Surgical's stockholders, as well as other closing conditions. Stockholders representing over 60% of the issued and outstanding shares of common stock of American Surgical have entered into an agreement to vote in favor of the merger.
Polaris Group served as the financial advisor to the Board of Directors of American Surgical. Broad and Cassel acts as legal counsel to the American Surgical Board of Directors and Thompson & Knight is serving as legal counsel to the Special Committee of the American Surgical Board of Directors. McDermott Will & Emery LLP is serving as legal counsel to GPP.
About American Surgical Holdings, Inc.
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.
Forward-Looking Statements
Certain statements in this news release that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by the use of terms such as "will," "may," "should," "might," "believe," "expect," "anticipate," "estimate" and similar words. Forward-looking statements in this release include, but are not limited to, statements regarding anticipated benefits of the proposed merger, expected financial benefits to the Company's stockholders, and anticipated future operating performance and results.
These statements are based on management's current expectations. There are a number of risks and uncertainties that could cause actual results to differ materially from these statements. For example, conditions to the closing of the transaction may not be satisfied, and the merger may involve unexpected costs, liabilities, or delays or the Company's business may suffer as a result of uncertainty surrounding the merger, any of which could cause the transaction to not be consummated. Certain other risks associated with the Company's business are discussed in the reports filed by American Surgical with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed by American Surgical on March 25, 2010. The information set forth herein should be read in light of such risks. American Surgical cautions security holders not to place undue reliance on the forward-looking statements contained herein. These statements speak only as of the date of this press release and, except as required by applicable law, American Surgical assumes no obligation to update the information contained herein. American Surgical disclaims any intent or obligation to update these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed merger, American Surgical will file a proxy statement and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND SUCH OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a free copy of the proxy statement and such other documents (when available) and other documents filed by American Surgical at the Securities and Exchange Commission's web site at http://www.sec.gov and on American Surgical's website at http://www.asainc.us.
American Surgical and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of American Surgical's participants in the solicitation will be set forth in American Surgical's proxy statement relating to the merger when it becomes available.
CONTACT: Polaris Group
For American Surgical:
Marshall Webb
(713) 779-9800
Source: Globe Newswire (December 20, 2010 - 7:18 PM EST)
News by QuoteMedia
There was an 8-K out this morning. It sounds to me like ASRG got some new business.
Item 1.01 Entry into a Material Definitive Agreement
American Surgical Holdings, Inc. (the "Company") is reporting that two of its wholly owned subsidiaries, Pasadena SA Services and Sugar Land SA Services (collectively, the “Providers”), have each entered into Provider Network Agreements dated December 2, 2010 (the “Agreements”) with Three Rivers Provider Network, Inc. (“Three Rivers”). Pursuant to the Agreements, the Company has agreed to provide surgical assistants to certain insurance companies, third-party administrators, health plans and other clients of Three Rivers at agreed rates. The Agreements set forth the terms of billing and licensure requirements relating to the services to be provided. The Agreements are each for initial two-year terms and renew automatically for additional one-year terms. The Agreements may be terminated by either party without cause upon 90 days’ written notice and may be terminated immediately by Three Rivers should either Provider no longer maintain the required licenses or upon the occurrence of other events as stated in each of the Agreements.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
Three Rivers Provider Network Agreement dated December 2, 2010 with Pasadena SA Services*
10.2
Three Rivers Provider Network Agreement dated December 2, 2010 with Sugar Land SA Services*
* Portions of these exhibits have been omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Confidential portions of these exhibits have been filed separately with the Securities and Exchange Commission.
Here is a definition.
http://en.wikipedia.org/wiki/Qualified_dividend
When I assumed they would be qualified dividends I was assuming that the extension of the Bush tax cuts that are working their way through congress would extend the duration of qualified dividends.
Possible to edify the uneducated as to the difference(s) between "qualified" and "unqualified" dividends?
As far as I know these dividends should be qualified.
Besides not knowing if or how much on future dividends, would these dividends be qualified? I would assume that is important to real dividend followers?
sam
Thanks to whomever sold me those shares at $1.20.
Tomorrow is the last day to own the stock at close to get the .16/share cash dividend FWIW.
Let's hope for .20+ then.
I liked your 16 cents as being plausible. 50 cents would make for happy time if say qtrly dividend of 12 cents announced within next 3 months but sounds completely delusional.
sam
Or surgically insane? What's your estimate for dividends for 2011? I'm delusionaly dreaming of .50+
Management at this point would have to be clinically insane not to see there is a benefit to dividends not counting the dividend itself.
sam
Does anyone know how many shares the insiders hold? Yahoo does not show that info.If there is large insider holdings it would be to their benefit to keep the dividend high instead of paying themselves big bonuses.
Please ask me that question over here so we stay on topic:
http://investorshub.advfn.com/boards/board.aspx?board_id=1781
Thanks for the updated DD - just curious what your largest holding is (hoping that I am not violating TOUs too severely!)
ASRG is my second largest holding and one of my favorite stocks. They are potentially a multi-bagger from the current price AND are in a recession resistant business. Here are some details on my investment thesis.
1. Strong Earnings and a Low Forward PE - ASRG made $0.08/share in the most recent quarter. I think Q4 has a good chance to be even better. I think next year they will likely make $0.40/share or more. They are trading at a forward PE of only 3.5 of my estimate of $0.40/share in 2011 earnings.
2. Long Term Revenue Growth - 2010 is their third consecutive year of revenue growth and I expect that trend to continue. They are planning on expanding their business nationwide so there is a huge amount of room for further growth as they are only operating in 5 states right now.
3. Dividends - This year they started paying dividends and will pay a total of $0.24/share in dividends this year including a $0.16/share dividend to be paid yet in December! I strongly expect but am not certain that dividends will continue going forward.
4. Recession Resistant Industry - ASRG provides surgical assistant services. Healthcare is recession resistant. Also, with the aging baby boomers I expect there will be an increase in need for complicated surgeries requiring surgical assitants.
5. Strong Cashflow - Their cashflow last year and YTD exceeds their net income.
Tuesday = last day to get the cash dividend. Ex-dividend date = Wednesday.
The $1.38s are gone. The spread is now $1.37 X $1.40!
$2.00 by ex-dividend date?
$1.35's gone! Now it is $1.35 X $1.39.
8800 shares left at the ask.
The volume so far is pretty big at 29,000 shares.
ASRG 1.34 X 1.35
To be fair, there is no indication if the .16 dividend is a one-time only thing, a yearly thing, or, in my wildest dreams, a quarterly thing.
However, some of us are speculating that since it's the 2nd dividend of the year it's an indication of more to come of unknown size. I'm thinking .16/year myself, but that is a pure guess from me. It certainly could be less and more likely, IMO, it could be more. They are debt-free with a huge chunk of cash just sitting there and growing every quarter so I think these dividends will continue going forward at some level. Maybe the .08 of last Q will be a quarterly thing. That would be incredibly nice giving a huge dividend yield at this level.
Cool...at .16/year dividend, the top 2 insiders get a half million each and we all can split the rest...As long as the share structure remains...
As of February 26, 2010 the executive officers, directors, and 5% owners owned 74.19% of the shares. There have been some insider transactions since then but it is too much work to go and recalculate based upon that. According to my sources, all of the insider transactions this year are options exercises. My guess is that the current insider ownership is in the 70-78% range.
Yahoo says the float is 3.35M shares which seems roughly correct.
Yahoo says 3.35 million with insiders owning 70% or so.
http://finance.yahoo.com/q/ks?s=ASRG.OB+Key+Statistics
But yahoo is sometimes very wrong. Mike will probably be able to confirm.
Do you know the current insider ownership percentage and the float? tia
I don't think they are planning on franchising but they have been adding different regions over the recent past and intend to continue expanding.
The 2007 10-K states: "We market our services to hospitals, surgeons and healthcare facilities. Presently, we provide service in Houston and Corpus Christi, Texas. We plan to extend our services to other healthcare facilities in Texas and ultimately, we plan to offer our services throughout the country."
The 2009 10-K states: "We market our services to hospitals, surgeons and healthcare institutions. Presently, we provide service in Houston and Corpus Christi, Texas, Lawton, Oklahoma, Suffolk, Virginia, San Antonio, Texas, Memphis, Tennessee and Augusta, Georgia. We plan to extend our services to other healthcare facilities in Texas and the southeastern United States, and ultimately, we plan to offer our services throughout the country."
So, they expanded into Oklahoma, Virginia, Tennessee, and Georgia in 2008 and 2009.
The Q3'10 10-Q states: "We market our services to hospitals, surgeons and healthcare facilities. Presently, we provide service in Texas, Oklahoma, Virginia, Tennessee and Georgia. We plan to extend our services to other healthcare facilities in other states."
The Q3'10 10-Q also states: "The increase in revenue is due primarily to a 2.6% increase in the number of cases performed by our surgical assistants during the third quarter of 2010 compared to the comparable quarter of 2009. These new cases originated in part due to our provision of services at additional facilities in Georgia and Tennessee during the third quarter of 2010 as compared to the same quarter of 2009."
The Q3'10 filings shows that they have recently expanded their business and intend to continue expanding.
Does anyone know whether or not the principals here have their eye on franchising this enterprise in different regions?
ASRG 1.30 X 1.45
ASRG 1.29 X 1.33
ASRG 1.29 X 1.30, 1000 left at 1.30
ASRG 1.25 X 1.30, +13%
Slow and Steady!
Followers
|
4
|
Posters
|
|
Posts (Today)
|
0
|
Posts (Total)
|
360
|
Created
|
04/27/07
|
Type
|
Free
|
Moderators |
American Surgical Holdings owns American Surgical Assistants (ASA), a specialized staffing firm which is the largest provider of surgical assistant services to patients, surgeons and healthcare institutions in the Greater Houston, Texas area. The use of outsourced certified and/or licensed surgical assistants is a growing practice, offering a feasible and attractive alternative in the operating room. ASA plans to become the nationwide leader in the surgical assistant sector of the healthcare staffing industry. Services are available around the clock, every day of the year with an average response time of 30 minutes.
Web Site
http://www.asainc.us.
Financial Information
Quarter | Revenue | Diluted EPS |
Q3'10 | $6,866,640 | $0.077 |
Q2'10 | $6,406,778 | $0.031 |
Q1'10 | $5,438,490 | $0.028 |
Q4'09 | $5,058,309 | $0.068 |
Q3'09 | $6,724,758 | $0.174 |
Q2'09 | $5,938,695 | $0.095 |
Q1'09 | $4,039,397 | $0.058 |
Q4'08 | $3,601,434 | $0.089 |
Q3'08 | $3,072,479 | $0.040 |
Q2'08 | $2,575,143 | -$0.093 |
Q1'08 | $2,030,455 | -$0.161 |
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |