Over 99% of the SunLink shares voted to date have shown support “FOR” the merger proposal, but additional votes are needed in order to approve SunLink’s proposed merger with Regional
ATLANTA–(BUSINESS WIRE)–SunLink Health Systems, Inc. (NYSE American: SSY) today urges its stockholders of record as of June 20, 2025 to vote in favor of all of the proposals outlined in the definitive joint proxy statement/prospectus (the “Proxy Statement”) for the upcoming Special Meeting of SunLink stockholders to be held at 10:00 AM EDT on Tuesday, July 29, 2025 to approve the proposed Merger with Regional Health Properties, Inc.
Robert M. Thornton, Jr., Chief Executive Officer of SunLink, commented, “We appreciate the strong support from SunLink’s voting stockholders and strongly urge all unvoted stockholders of record to vote FOR all proposals in order to move forward with the Merger. Both SunLink and Regional are excited about the anticipated benefits and opportunities that the Merger brings to their respective stockholders as stockholders in the combined company.” Mr. Thornton further noted that leading independent proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) reviewed the transaction and concluded that it is in the best interests of SunLink stockholders. ISS cited the Board’s reasonable review of alternatives, the implied premium and the opportunity for SunLink stockholders to participate in the potential upside of the combined entity in their “FOR” recommendations.1
Approval of Proposal 1 (Approval of the Merger Agreement and related transactions, including the Merger) is of particular importance because such approval is a condition to the consummation of the Merger. Although an overwhelming majority of votes cast to date have supported Proposal 1, approval of this proposal has a higher vote threshold and requires the affirmative vote of the holders of a majority of the shares of SunLink common stock outstanding and entitled to vote at the SunLink special meeting to approve the SunLink merger proposal. The Merger cannot be consummated unless Proposal 1 approving the merger agreement and the transactions contemplated thereby, including the merger is approved by SunLink stockholders.
The SunLink Board unanimously recommends that SunLink shareholders vote “FOR” the approval of the SunLink merger proposal by voting FOR Proposal 1, as well as Proposals 2 and 3.
EVERY VOTE MATTERS – NO MATTER HOW MANY SHARES YOU OWN
Holders of record may vote by proxy or in person at the SunLink special meeting. If you hold your shares of SunLink common stock in your name as a holder of record, to submit a proxy, you, as a SunLink shareholder, may use one of the following methods:
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Via the Internet: by visiting the website indicated on the accompanying proxy card and following the instructions. |
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By telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions. |
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By mail: by completing the accompanying proxy card and returning it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed proxy card to the following address: SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia 30339., Attn: Corporate Secretary. |
If you submit your proxy via the Internet or by telephone, you must do so no later than 11:59 p.m., Eastern time, on the day before the SunLink special meeting. If you vote by mail, your proxy card must be received no later than 11:59 p.m., Eastern time, on the day before the SunLink special meeting.
Assistance
If you need assistance with voting via the Internet, voting by telephone or completing your proxy card, or have questions regarding the SunLink special meeting, please contact SunLink at (770) 933-7000.
YOUR VOTE IS IMPORTANT. VOTE TODAY!
A proxy form or voting instruction form accompanied the special meeting materials. Instructions on how to vote, which vary depending on whether you are a registered or beneficial stockholder of the Company, are provided in the proxy form or voting instruction form.
The proposals outlined in the Proxy include the proposed Merger with Regional. The Merger will combine SunLink’s pharmacy operations with Regional’s nursing home and healthcare real estate operations with the goals of increasing vertical integration, reducing operating expenses, taking advantage of economies of scale, mitigating supplier market power, and improving the financial condition of the combined company.
SunLink Health Systems, Inc. is the parent company of subsidiaries that own and operate a pharmacy business in the Southeast. For additional information on SunLink Health Systems, Inc., please visit the Company’s website.
NO OFFER OR SOLICITATION
Communications in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
ADDITIONAL INFORMATION
The proposed merger will be submitted to both the Regional and SunLink shareholders for their consideration. In connection with the proposed merger, Regional filed a Registration Statement on Form S-4 (as supplemented or amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that includes a joint proxy statement/prospectus for Regional and SunLink (the “joint proxy statement/prospectus”), which was sent to common stock shareholders of Regional and common stock shareholders of SunLink on or about June 30, 2025.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
You are able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about SunLink and Regional, without charge, at the SEC’s website (http://www.sec.gov) or by accessing SunLink’s website (http://www.sunlinkhealth.com) under the tab “Investors” or by accessing Regional’s website (http://www.regionalhealthproperties.com) under the tab “Investor Relations.” Copies of the joint proxy statement/prospectus have been mailed to the shareholders of SunLink and Regional who are, as of the respective record dates, entitled to vote on the merger, copies can also be obtained, without charge, by directing a request to Investor Relations, SunLink Health Systems, Inc., 900 Circle 75 Parkway, Suite 690, Atlanta, Georgia, 30339, telephone 770-933-7004 or to Investor Relations, Regional Health Properties, Inc., 1050 Crown Pointe Parkway, Suite 720, Atlanta, Georgia, 30338, telephone 678-869-5116.
SunLink and Regional and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of SunLink and Regional in connection with the proposed merger. Information about the directors and executive officers of SunLink is set forth in Part III of SunLink’s Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended June 30, 2024, which information may be updated by SunLink from time to time in subsequent filings with the SEC. Information about the directors and executive officers of Regional is set forth in Part III of Regional’s Annual Report on Form 10-K for the year ended December 31, 2024, which information may be updated by Regional from time to time in subsequent filings with the SEC. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger. Free copies of this document may be obtained as described above.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger between Regional and SunLink, including statements of Regional’s goals, intentions and expectations; statements regarding Regional’s business plan and growth strategies; and the ability of Regional to meet the continued listing requirements of the NYSE American and to maintain the listing of securities thereon.
These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things:
- Litigation that may be filed against Regional, SunLink, the members of the Regional Board, the members of the SunLink Board or the officers of Regional or SunLink could result in substantial costs, and the possible unexpected or adverse outcomes of such litigation, any of which could adversely affect Regional’s and SunLink’s ability to complete the merger on a timely basis or at all;
- the ability to obtain the approvals of SunLink’s or Regional’s shareholders, and the ability to complete the merger on the expected timeframe;
- the ability of SunLink to meet the continued listing requirements or rules of the NYSE American LLC, the ability of Regional to meet the requirements of the OTCQB, and the ability of Regional to meet the initial listing requirements of the NYSE American after the merger, and, as applicable, the ability to maintain the listing or trading, as applicable, of securities thereon;
- the risk that the businesses of Regional and SunLink will not be integrated successfully, or such integration may be more difficult, time-consuming, or costly than expected;
- expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame;
- revenues following the merger may be lower than expected;
- customer, vendor and employee relationships and business operations may be disrupted by the merger;
- possible changes in economic and business conditions;
- the impacts of epidemics, pandemics, or other infectious disease outbreaks;
- the existence or exacerbation of general geopolitical instability and uncertainty;
- possible changes in monetary and fiscal policies, and laws and regulations;
- competitive factors in the healthcare industry;
- Regional’s dependence on the operating success of its operators;
- the amount of, and Regional’s ability to service, its indebtedness;
- covenants in Regional’s debt agreements that may restrict its ability to make investments, incur additional indebtedness, and refinance indebtedness on favorable terms;
- the effect of increasing healthcare regulation and enforcement on Regional’s operators and the dependence of Regional’s operators on reimbursement from governmental and other third-party payors;
- the relatively illiquid nature of real estate investments;
- the impact of litigation and rising insurance costs on the business of Regional’s operators;
- the effect of Regional’s operators declaring bankruptcy, becoming insolvent, or failing to pay rent as due;
- the ability of any of Regional’s operators in bankruptcy to reject unexpired lease obligations and to impede its ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor’s obligations;
- Regional’s ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; and
- other risks and factors identified in (i) SunLink’s cautionary language included under the headings “Forward-Looking Statements” and “Risk Factors” in SunLink’s Annual Report on Form 10-K for the year ended June 30, 2024, and other documents subsequently filed by SunLink with the SEC and (ii) Regional’s cautionary language included under the headings “Statement Regarding Forward-Looking Statements” and “Risk Factors” in Regional’s Annual Report on Form 10-K for the year ended December 31, 2024, and other documents subsequently filed by Regional with the SEC.
Neither SunLink nor Regional undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K. In addition, SunLink’s and Regional’s past results of operations do not necessarily indicate either of their anticipated future results, whether the merger is effectuated or not.
1 Permission to cite ISS was neither sought nor obtained.
Contacts
Robert M. Thornton, Jr.
Chief Executive Officer
(770) 933-7004
