SUNLINK HEALTH SYSTEMS INC SSY

election_required = True...I tender all of my shares, will I be subject to proration? No, if you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will first purchase all of your shares (without subjecting them to proration) before purchasing other shares tendered. See Section 1. 6 Once I have tendered shares in the Offer, can I withdraw my tender? Yes, you may with...

expiry = 2017-12-21...LTH SYSTEMS, INC. Offer to Purchase for Cash Common Shares for an Aggregate Purchase Price of Not More Than $2,500,000 at a Per Share Purchase Price of $1.60 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 21, 2017, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). SunLink Health Systems, Inc., an Ohio corporation (the “Company,” “SunLink,” “we,” “our” or “us”), is offering to purchase for cash up t...

listed = True...ate number of shares that will be purchased under the Offer is 1,562,500. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 6. Our common shares are listed on the NYSE American, LLC stock exchange (the “NYSE American Exchange”) and trade under the symbol “SSY.” On November 17, 2017, the reported closing price of our common shares on the NYSE American Exchange was $1.49 per share. On November 20, 2017, the last full trading day prior to the announcement of the Offer, the reported closing price of our co...

mechanism = FIXEDEX-99.(A)(1)(A) 2 d486059dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Exhibit (a)(1)(A) SUNLINK HEALTH SYSTEMS, INC. Offer to Purchase for Cash Common Shares for an Aggregate Purchase Price of Not More Than $2,500,000 at a Per Share Purchase Price of $1.60 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 21, 2017, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). SunLink Health Systems, Inc., an Ohio corporation (the “Company,” “SunLink,” “we,” “our” or “us”), is offering to purchase for cash up to...

must_tender_all = True...ffer, if the number of shares validly tendered and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $2,500,000, we will purchase shares: • First, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares and do not validly withdraw them prior to the Expiration Time (tenders of less than all of the shares owned by an Odd Lot Holder will not qualify for this preference); • Second, from all other shareholders who validly tender shares and do not validly withdraw them prior to the Expiration Time, on a pro rata basis, with appropriate adjust...

price = USD 0.71-1.49...outstanding awards of options (of which 636,000 were fully vested and exercisable as of such date); however, except for an aggregate of 390,000 options at exercise prices ranging from $0.71 to $1.49 per share which have been issued under applicable equity award plans (of which options for 390,000 shares were exercisable the date of this Offer, all of our outstanding options have exercise prices which are higher than the Offe...

price = USD 1.6...d Letter of Transmittal, each dated November 21, 2017 and as amended December 7, 2017, in which the Company offered to purchase for cash up to $2,500,000 of its common shares at a price per share of $1.60. Investor questions concerning the Offer may be directed to D.F. King & Co., Inc., the Information Agent for the Offer at 1 (800) 820-2412 or for banks and brokers at (212) 269-5550. Shareholders who tendered shares and...

price = USD 1.6...d Letter of Transmittal, each dated November 21, 2017 and as amended December 7, 2017, in which the Company offered to purchase for cash up to $2,500,000 of its common shares at a price per share of $1.60. Investor questions concerning the Offer may be directed to D.F. King & Co., Inc., the Information Agent for the Offer at 1 (800) 820-2412 or for banks and brokers at (212) 269-5550. Shareholders who tendered shares and...

priority = True...tendered and not validly withdrawn their shares will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority and proration described below. In addition, if more than $2,500,000 in value of shares is tendered in the Offer, we reserve the right to accept for purchase at the Purchase Price pursuant to the Offer up to an additional 2% of our outstanding shares without extending the Expiration Time. Shares acquired pursuant to the Offer will be acqu...

threshold = 100...ase of shares tendered, it is possible that all of the shares that a shareholder tenders in the Offer may not be purchased. 14 Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...

txn_type = CONSOLIDATION...ber of shareholders, especially the number of odd lot holders. Also favoring a tender offer was the fact that a shareholder’s determination to tender or not tender in the Offer is purely voluntary. Management did not recommend and the Board did not consider a reverse stock split, a reorganization through a cash-out merger or a 16 reclassification of shares because of the necessity under the Company’s charter of obtaining the approval of at least 66- 2⁄3% of all outstanding shares and because, in any event, the purpose of the Offer was to return cash to shareholders rather than a specific effort to reduce the num...

txn_type = TENDER_OFFER...etion by the Depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the Offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. The Company’s Offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated November 21, 2017 and as amended December 7, 2017, in which the Company offered to purchase for cash up to $2,500,000 of its common shares at a price per share of $1.60. Investor questions concerning the Offer may be directed to D.F. King & Co., Inc., the Information Agent for the Offer at 1 (800) 82...

txn_type = TENDER_OFFER...expiration of the Offer and accounting for “odd lot” priority. Payment for the shares accepted for purchase pursuant to the Offer, and the return of all other shares tendered and not purchased, will occur promptly. The Company’s Offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated November 21, 2017 and as amended December 7, 2017, in which the Company offered to purchase for cash up to $2,500,000 of its common shares at a price per share of $1.60. Investor questions concerning the Offer may be directed to D.F. King & Co., Inc., the Information Agent for the Offer at 1 (800) 82...