Jerry Canada, Former Group President of Harris Computer, a
subsidiary of Constellation Software (TSX: CSU), and Andris (Dris)
Upitis, Head of Ocho Investments LLC, join the TruBridge Board of
Directors
TruBridge, Inc. (“TruBridge” or the “Company”) (NASDAQ: TBRG), a
healthcare solutions company, today announced that it has entered
into cooperation agreements with Pinetree Capital Ltd. and L6
Holdings Inc. (together, “Pinetree”) and with Ocho Investments LLC
(“Ocho”). Pinetree and Ocho are the Company’s two largest
investors. Pursuant to the agreements, TruBridge has appointed
Jerry Canada and Dris Upitis to its Board of Directors (the
“Board”), effective February 11, 2025.
Canada and Upitis join the Board as independent, Class II
directors, with Canada being appointed to the Compensation
Committee and Upitis being appointed to the Nominating and
Corporate Governance Committee. In connection with these additions,
the Board has increased in size from seven to nine directors, seven
of whom are independent.
Canada is the former Group President of Harris Computer. He
previously served in other senior management positions over a
22-year career with the company. Prior to joining Harris Computer,
he worked for software companies, MCS Spectrum, Comptek Research
and Barrister Information Systems. Canada is a founding member of
the InfoTech Niagara regional technology industry group. He is a
graduate of Canisius University where he also serves on the Board
of Trustees.
Upitis is the Head of Ocho, which is his family office. Upitis
currently sits on the boards of directors of several private
companies. Prior to Ocho, he was a Portfolio Manager and Management
Committee Member at Viking Global Investors and held various roles
at Credit Suisse. He received his MBA from The University of
Chicago Booth School of Business and his BA from Grinnell
College.
“We are thrilled to welcome Jerry and Dris to our Board,” said
Glenn Tobin, chairman of the Board. “We believe Jerry’s healthcare
software and revenue cycle experience and Dris’ financial markets
and capital allocation experience will be of great value to our
Board. Both also have deep leadership experience and diverse
skills, which will further strengthen our capabilities as a group.
Adding Jerry and Dris continues a long process of Board refreshment
to support our operational effectiveness and long-term
strategy.”
Pursuant to the cooperation agreements, the Company has also
announced several initiatives reflecting its ongoing commitment to
strong corporate governance and stockholder value creation. At the
2025 Annual Meeting of Stockholders, the Company’s stockholders
will be asked to approve a proposal to amend the Company’s
organizational documents to declassify the Board. If this proposal
is approved at the 2025 Annual Meeting, all the Company’s
then-current directors will stand for election to one-year terms at
the 2026 Annual Meeting of Stockholders. David Dye, who previously
announced he would serve on the Board until the expiration of his
term at the 2026 Annual Meeting, will not be standing for
reelection. Additionally, the Company has amended its limited
duration stockholder rights plan to terminate such plan effective
as of the close of business on February 12, 2025.
“We are pleased to reach constructive agreements with Pinetree
and Ocho,” said Chris Fowler, chief executive officer of TruBridge.
“TruBridge is building momentum, and these initiatives will further
enhance our ability to execute our growth strategy with favorable
results. We are confident Jerry and Dris will be valued colleagues
and members of our Board as we continue to capitalize on the
significant opportunities ahead to create sustainable value for our
stockholders.”
In connection with the cooperation agreements, Pinetree and Ocho
have agreed to customary standstill, voting, and other provisions.
Additionally, Pinetree and Ocho have each agreed to enter into an
information-sharing agreement with the Company to allow for a
dialogue between Pinetree and the Company, and between Ocho and the
Company, respectively.
The full text of the cooperation agreements with Pinetree and
Ocho will be included as exhibits to the Company’s Current Report
on Form 8-K, which will be filed with the U.S. Securities and
Exchange Commission.
BofA Securities, Inc. is serving as financial advisor to the
Company, and Maynard Nexsen PC and Vinson & Elkins L.L.P. are
serving as legal counsel.
About TruBridge
We are a trusted partner to more than 1,500 healthcare
organizations with a broad range of technology-first solutions that
address the unique needs and challenges of diverse communities,
promoting equitable access to quality care and fostering positive
outcomes. TruBridge has over four decades of experience in
connecting providers, patients and communities with innovative
data-driven solutions that create real value by supporting both the
financial and clinical side of healthcare delivery. Our industry
leading HFMA Peer Reviewed® suite of revenue cycle management (RCM)
offerings combine unparalleled visibility and transparency to
enhance productivity and support the financial health of healthcare
organizations across all care settings. We support efficient
patient care with electronic health record (EHR) product offerings
that successfully integrate data between care settings. Above all,
we believe in the power of community and encourage collaboration,
connection, and empowerment with our customers. We clear the way
for care. For more information, please visit www.trubridge.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified generally by the use of
forward-looking terminology and words such as “expects,”
“anticipates,” “estimates,” “believes,” “predicts,” “intends,”
“plans,” “potential,” “may,” “continue,” “should,” “will” and words
of comparable meaning. Without limiting the generality of the
preceding statement, all statements in this press release relating
to the Company’s ability to execute on its strategy and to enhance
value for the Company’s stockholders are forward-looking
statements. We caution investors that any such forward-looking
statements are only predictions and are not guarantees of future
performance. Certain risks, uncertainties and other factors may
cause actual results to differ materially from those projected in
the forward-looking statements. Such factors may include:
saturation of our target market and hospital consolidations;
unfavorable economic or market conditions that may cause a decline
in spending for information technology and services; significant
legislative and regulatory uncertainty in the healthcare industry;
exposure to liability for failure to comply with regulatory
requirements; pandemics and other public health crises and related
economic disruptions; transition to a subscription-based recurring
revenue model and modernization of our technology; competition with
companies that have greater financial, technical and marketing
resources than we have; potential future acquisitions that may be
expensive, time consuming, and subject to other inherent risks; our
ability to attract and retain qualified client service and support
personnel; disruption from periodic restructuring of our sales
force; potential delay in the development of markets for our RCM
service offering; potential inability to properly manage growth in
new markets we may enter; potential disruption of our business due
to our ongoing implementation of a new enterprise resource planning
software solution; exposure to numerous and often conflicting laws,
regulations, policies, standards or other requirements through our
international business activities; potential litigation against us;
our reliance on an international workforce which exposes us to
various business disruptions; our utilization of artificial
intelligence, which could expose us to liability or adversely
affect our business if we cannot compete effectively with others
using artificial intelligence; potential failure to develop new
products or enhance current products that keep pace with market
demands; failure of our products to function properly resulting in
claims for medical and other losses; breaches of security and
viruses in our systems resulting in customer claims against us and
harm to our reputation; failure to maintain customer satisfaction
through new product releases free of undetected errors or problems;
failure to convince customers to migrate to current or future
releases of our products; failure to maintain our margins and
service rates; increase in the percentage of total revenues
represented by service revenues, which have lower gross margins;
exposure to liability in the event we provide inaccurate claims
data to payors; exposure to liability claims arising out of the
licensing of our software and provision of services; dependence on
licenses of rights, products and services from third parties;
misappropriation of our intellectual property rights and potential
intellectual property claims and litigation against us;
interruptions in our power supply and/or telecommunications
capabilities, including those caused by natural disaster; potential
inability to secure additional financing on favorable terms to meet
our future capital needs; our substantial indebtedness, and our
ability to incur additional indebtedness in the future; pressures
on cash flow to service our outstanding debt; restrictive terms of
our credit agreement on our current and future operations; changes
in and interpretations of financial accounting matters that govern
the measurement of our performance; significant charges to earnings
if our goodwill or intangible assets become impaired; fluctuations
in quarterly financial performance due to, among other factors,
timing of customer installations; volatility in our stock price;
failure to maintain effective internal control over financial
reporting; inherent limitations in our internal control over
financial reporting; vulnerability to significant damage from
natural disasters; market risks related to interest rate changes;
potential material adverse effects due to macroeconomic conditions,
including bank failures or changes in related regulation; and other
risk factors described from time to time in our public releases and
reports filed with the Securities and Exchange Commission,
including, but not limited to, our most recent Annual Report on
Form 10-K and our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2024. We also caution investors that the
forward-looking information described herein represents our outlook
only as of this date, and we undertake no obligation to update or
revise any forward-looking statements to reflect events or
developments after the date of this press release, except as
otherwise required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250210520421/en/
Investor Relations Contact Asher Dewhurst, ICR Westwicke
TBRGIR@westwicke.com
Media Contact Tracey Schroeder Chief Marketing Officer
Tracey.schroeder@trubridge.com
TruBridge (NASDAQ:TBRG)
Historical Stock Chart
From Jan 2025 to Feb 2025
TruBridge (NASDAQ:TBRG)
Historical Stock Chart
From Feb 2024 to Feb 2025