- Responds to substantial stock accumulation by Indaba Capital Management
- Protects the long-term value of all shareholders’ investments in Tabula Rasa
MOORESTOWN, NJ, July 26, 2022 /PRNewswire/ — Tabula Rasa HealthCare, Inc. (“Tabula Rasa”, “TRHC” or the “Company”) (NASDAQ: TRHC), a leading health technology company advancing the safe use pharmaceuticals, today announced that its Board of Directors have unanimously approved the adoption of a limited-term shareholder rights plan (“Rights Plan”) under which shareholders will receive the right to purchase a new series of preferred shares in certain circumstances.
The Board of Directors has resolved to adopt the Rights Plan following the July 22, 2022 filing by Indaba Capital Management (“Indaba”) of an amendment to its Schedule 13D, in which the company disclosed that it had acquired a position representing approximately 25% of the outstanding shares of TRHC. According to Indaba’s SEC filings, they began buying shares of TRHC in April 2022.
Gordon TunstallIndependent Lead Director, said, “We are adopting this rights plan to protect the long-term value of all Tabula Rasa shareholders’ investments in the company. While we appreciate Indaba’s investment in TRHC, we want to ensure that the Board is able to fulfill its fiduciary duty to maximize the value of Tabula Rasa, which includes protecting TRHC from control or acquisition. in a way or at a price that is not in the best interests of our shareholders. We have engaged with Indaba on several occasions and anticipate that we will continue to engage with them.”
The Board’s adoption of the Rights Plan is intended to enable the Company to realize the long-term value of the Company’s assets by protecting the Company from third-party actions that the Board deems contrary to the best interests of the Company and its shareholders. Given the importance of maintaining a focus on enhancing the Company’s business strength and the differentiated value that TRHC delivers to customers through the Company’s comprehensive portfolio of innovative solutions and services, the Board believes that adoption of the plan is in the best interests of the Company and its shareholders and will contribute to the preservation of the long-term value of the Company.
The Rights Plan is similar to plans adopted by other publicly traded companies. Pursuant to the Rights Plan, the Company issues one right for each Common Share commencing at the close of business on August 5, 2022. The rights will initially trade with common shares of Tabula Rasa and will not become exercisable unless a person acquires 10% or more of the outstanding common shares of the Company. In such event, each holder of a Right (other than the purchaser, whose Rights will lapse and may not be exercised) will be entitled to purchase, at the then current Exercise Price, additional Common Shares having then a current market value of twice the exercise price of the right. All shareholders holding at least 10% of the outstanding common shares of the Company prior to this announcement are generally grandfathered to their current ownership levels, but are not permitted to increase their ownership without triggering the rights plan. The Rights Plan is effective immediately and will expire on July 25, 2023.
Further details of the rights plan will be contained in a Form 8-K that the Company will file with the Securities and Exchange Commission.
RBC Capital Markets, LLC is acting as financial advisor to the Company and Morgan, Lewis & Bockius LLP is acting as legal advisor to the Company.
About Tabula Rasa HealthCare
Tabula Rasa HealthCare (TRHC) (NASDAQ: TRHC) provides medication safety solutions that enable healthcare professionals and consumers to optimize medication regimens, combat medication overload and reduce adverse drug events – the fourth leading cause of death in the United States. TRHC’s proprietary technology solutions, including MedWise®, improve patient outcomes, reduce hospitalizations and lower healthcare costs. TRHC’s extensive clinical telepharmacy network improves patient care nationwide. Its solutions are trusted by health plans and pharmacies to help promote value-based care. For more information, visit TRHC.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give current expectations or forecasts of future events or the future financial or operating performance of the Company, and include the Company’s expectations regarding healthcare regulation, industry trends, opportunities available for the Company, the Company’s financial and operational performance, the impacts of the COVID-19 pandemic and the Company’s expectations for 2022 and beyond. Such statements are identified by the use of the words “believe”, “will”, “may”, “estimate”, “expect”, “intend”, “plan”, “predict”, “could”, or the negative of these words. similar terms or expressions. You should read these statements carefully because they address future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information. These statements relate to, but are not limited to, the Company’s financial performance and the assumptions underlying such statements and the Company’s future engagement with shareholders. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward-looking statements. Factors that could cause such a difference include, but are not limited to, (i) the impacts of the ongoing COVID-19 pandemic and other health epidemics; (ii) the Company’s ability to adapt to changes or trends in the US healthcare market; (iii) a significant increase in competition from various companies in the health sector; (iv) developments and changes in laws and regulations, including increased regulation of the health sector through legislative measures and revised rules and standards; (v) the extent to which we are successful in establishing new long-term relationships with our customers or retaining our existing customers; (vi) the growth and success of the Company’s customers, which are difficult to predict and subject to factors beyond its control; (vii) the Company’s ability to maintain a relationship with a specified drug wholesaler; (viii) growing consolidation in the health sector; (ix) effectively manage the growth of the Company; (x) fluctuations in operating results; (xi) the Company’s ability to manage its cash flows; (xii) failure or disruption of the Company’s information technology and security systems; (xiii) dependence on senior management and key employees of the Company; (xiv) the Company’s future indebtedness and its ability to obtain additional financing, reduce expenses or generate funds if necessary; (xv) macroeconomic conditions, including the impact of inflation, on the business and operations of the Company; (xvi) the Company’s ability to complete the sale of PrescribeWellness and/or execute its planned divestments of the SinfoniaRx and DoseMe businesses, the costs associated therewith and the risks of diverting management’s attention from the business ongoing commercial activities of the Company; (xvii) risks relating to the volatility of the price of the Company’s shares; (xviii) the Company’s engagement with Indaba; and (xix) the risks set forth from time to time in TRHC’s filings with the Securities and Exchange Commission (“SEC”), including the factors referred to under “Risk Factors” in the most recent annual report. of TRHC on Form 10-K, filed with the SEC on February 25, 2022, and in subsequent reports filed with or furnished to the SEC. TRHC undertakes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances after today’s date.
Andrew Cole/Jared Levy/Warren Rizi
SOURCE Tabula Rasa HealthCare, Inc.