HERNDON,
Va., April 6, 2022 /PRNewswire/ -- SOC Telemed,
Inc. (NASDAQ: TLMD) (the "Company" or "SOC Telemed"), the largest
national provider of acute care telemedicine, today announced the
completion of its previously announced transaction to be acquired
by Patient Square Capital, a leading dedicated health care
investment firm, in an all-cash transaction. The acquisition was
previously announced on February 3,
2022, and SOC Telemed's stockholders approved the
transaction at the Special Meeting of Stockholders held on
April 4, 2022.
Upon completion of the acquisition, SOC Telemed stockholders
received $3.00 in cash per share
of Class A common stock. SOC Telemed's Class A common stock and
warrants to purchase shares of Class A common stock have ceased
trading and are no longer listed on Nasdaq.
With the closing of the transaction, SOC Telemed will now be a
private company with the flexibility and resources to continue
investing in its unique clinical capabilities, innovating its
offering, and expanding its footprint.
SOC Telemed will continue to be led by Dr. Chris Gallagher, Chief Executive Officer, who
assumed the role of CEO in September of 2021. Dr. Gallagher said,
"We are excited about this next chapter in our company's journey. I
am extremely grateful to our team members whose dedication and hard
work have contributed to SOC Telemed's success and made this
possible. We believe that with the support and expertise of Patient
Square Capital, SOC Telemed will be well positioned to meet the
growing needs of patients, physicians and our hospital
partners."
Additional details can be found in a Current Report on Form 8-K
filed by SOC Telemed this morning with the Securities and Exchange
Commission (the "SEC").
About SOC Telemed
SOC Telemed ("SOC") is the leading national provider of acute
telemedicine technology and solutions to hospitals, health systems,
post-acute providers, physician networks, and value-based care
organizations since 2004. Built on proven and scalable
infrastructure as an enterprise-wide solution, SOC's
technology platform, Telemed IQ, rapidly deploys and
seamlessly optimizes telemedicine programs across the continuum of
care. SOC provides a supportive and dedicated partner presence,
virtually delivering patient care through teleNeurology,
telePsychiatry, teleCritical Care, telePulmonology,
teleCardiology, teleInfectious Disease,
teleNephrology, teleMaternal-Fetal Medicine and other service
lines, enabling healthcare organizations to build sustainable
telemedicine programs across clinical specialties. SOC enables
organizations to enrich their care models and touch more lives by
supplying healthcare teams with industry-leading solutions that
drive improved clinical care, patient outcomes, and organizational
health. The company was the first provider of acute clinical
telemedicine services to earn The Joint Commission's Gold Seal of
Approval and has maintained that accreditation every year since
inception. For more information, visit www.soctelemed.com.
About Patient Square Capital
Patient Square Capital is a dedicated health care investment
firm that partners with best-in-class management teams whose
products, services and technologies improve health. We utilize our
deep industry expertise, our broad network of relationships and a
true partnership approach to make investments in companies that
will grow and thrive. We believe in the power these companies have
to improve patient lives, strengthen communities and create a
healthier world. Patient Square Capital is purpose built by a team
of industry-leading executives, differentiated by the depth of our
focus in health care, the breadth of our health care investing
experience, and the network we can activate to drive differentiated
outcomes. Most importantly, patients are squarely at the center of
all that we do. For more information,
visit www.patientsquarecapital.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on SOC Telemed's current expectations,
estimates and projections about the potential benefits of the
transaction, its business and industry, management's beliefs and
certain assumptions made by SOC Telemed and Patient Square Capital,
all of which are subject to change. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," similar
expressions or the negatives of these words or other comparable
terminology that convey uncertainty of future events or outcomes.
All forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results, such as
statements about the anticipated benefits of the transaction. These
and other forward-looking statements, including statements about
the parties' ability to realize the anticipated benefits of the
transaction are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in
forward-looking statements. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include,
but are not limited to: (i) the impact of the COVID-19 pandemic on
SOC Telemed's business and general economic conditions; (ii) SOC
Telemed's ability to implement its business strategy; (iii)
significant transaction costs associated with the transaction; (iv)
potential litigation relating to the transaction; (v) the risk that
disruptions from the transaction will harm SOC Telemed's business,
including current plans and operations; (vi) the ability of SOC
Telemed to retain and hire key personnel; (vii) potential adverse
reactions or changes to business relationships resulting from the
completion of the transaction; (viii) legislative, regulatory and
economic developments affecting SOC Telemed's business; (ix)
general economic and market developments and conditions; (x) the
evolving legal, regulatory and tax regimes under which SOC Telemed
operates; (xi) potential business uncertainty, including changes to
existing business relationships, following the completion of the
transaction that could affect SOC Telemed's financial performance;
(xii) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism, outbreak of war
or hostilities, or pandemics; (xiii) other factors as set forth
from time to time in SOC Telemed's filings with the SEC, including
its Annual Report on Form 10-K for the year ended December 31, 2021, as may be updated or
supplemented by any subsequent filings that SOC Telemed may file
with the SEC, as well as SOC Telemed's response to any of the
aforementioned factors. These risks, as well as other risks
associated with the transaction, are more fully discussed in the
Proxy Statement filed with the SEC in connection with the
transaction. Investors are cautioned not to place undue reliance on
such statements which speak only as of the date they are made.
While the list of factors presented here is, and the list of
factors presented in the Proxy Statement is, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and other similar risks, any of which
could have a material adverse effect on SOC Telemed's financial
condition, results of operations, or liquidity. SOC Telemed does
not assume any obligation to publicly provide revisions or updates
to any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws.
Media Contact
Doug Allen/Zach Kouwe
Dukas Linden Public Relations
646-722-6530
PatientSquare@DLPR.com
Investor Relations
Steve Rubis
Vice President, Investor Relations
SOC Telemed
(214) 681-7991
srubis@soctelemed.com
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SOURCE SOC Telemed