NY-based PERS and call center provider American Medical Alert (AMAC), which had announced its merger with Tunstall in September, today announced their intent to settle at least two class action shareholders’ lawsuits filed in Queens County, New York City. This was reported today in the release of their 8-K. We previously reported that multiple lawsuits were filed around the circumstances of the Tunstall offer [TA 27 Sept] and the diligence of the management in comparing it to others on the table. The ‘memorandum of understanding’ (MOU) facilitates some disclosure (in the 8-K) plus a settlement and release of all claims, provided that the MOU is approved by the NY State Supreme Court in Queens County. The question not answered: does this settle all the claims?
For those who like to pick through the legal language, the 8-K does provide a short version of the offers considered by the AMAC board starting nearly two years ago in January 2010, with details of the Tunstall letter of intent delivered in June 2011. What is clear is that AMAC was uncertain about its prospects as a stand-alone company. Another observation is that the value of their investment in Lifecomm (the JV with Qualcomm and Hughes) could not be determined or monetized, yet (confusingly) that there was a contingent payment right of $0.50 based upon a Tunstall change of control prior to the sale or IPO of Lifecomm. Reader insights welcome as legalese is not editor Donna’s native tongue. AMAC SEC filing of 8-K (Yahoo! Finance) AMAC press release