Attached files
Exhibit 99.18
TALKING POINTS FOR SITE SPECIFIC STAFF MEETINGS
CONDUCTED BY HSAs AND DONs
(PHS)
CONDUCTED BY HSAs AND DONs
(PHS)
Thank you for joining us here today. We are very pleased to share some exciting news with you
regarding the future of our company.
Today PHS is announcing one of the most important steps in our companys history. After careful
consideration, PHS has decided to combine our parent company with the parent company of
Correctional Medical Services, another leader in the correctional healthcare field.
After closing the new organization will be focused on continuing our commitment to collaboration
and partnership with our clients. These values have been a part of each companys culture and will
remain our key priority as we move forward together.
With this exciting announcement comes many questions and I am sure you are asking yourself, what
does this mean to me? In the short term, it means business as usual for all of us as each company
will continue to operate independently until the anticipated completion of the transaction in
second quarter of 2011.
Moving forward, I know that you will have many questions as it relates to your position. For now, I
can tell you:
| There will be no immediate changes in job responsibilities or titles. No changes will be made at this time all job titles, duties, compensation, etc., will remain the same. | ||
| After this transaction is consummated, staffing in direct support of corrections agency contracts will continue to be driven by contract requirements. After closing, there will be few, if any, changes made in the field as a result of the merger. Frankly, for our people in the field who serve our clients day in and day out, we expect this combination to have only a positive effect on the resources and services available to support your job. We understand how important your relationships with your clients are, and we will not disrupt those relationships. Emphasis will continue to be as always on delivery of care, quality service and continuity of relationships. After finalization of this transaction, we will begin to make and communicate specific decisions related to the corporate structure. |
The new companys corporate headquarters will be in Brentwood, Tenn., and the operational
headquarters will be in St. Louis, Missouri. We expect the transaction to be
finalized in the
second quarter of 2011.
After the transaction closes, Rich Hallworth is going to be CEO, Stuart Campbell of CMS will be
president and chief operating officer and Dick Miles, the current CEO of CMS, will be chairman of
the board in a nonexecutive capacity. That means that he will not be involved in day-to-day
management but he will represent our owners and be available to work with management as needed.
Mike Taylor is expected to be the chief financial officer.
Each of them will spend time both in St. Louis and in Nashville. There will be further details
about the organization and the various roles and responsibilities in the coming weeks.
After closing, our new organization will encourage and reward a culture that celebrates the very
best of service and care in partnership with our clients. The people of our organization will
bring a winning combination of innovation and experience that will deliver measurable value to our
clients, growth opportunities for our employees and compassionate care for our patients.
The SEC has strict communication rules that we must follow between the announcement today and the
shareholder vote on the combination. Please speak with your supervisor before engaging in any
internal or external communication to ensure that you are in compliance with those guidelines.
This transaction will likely generate significant attention from the press and investment
community. As a reminder, if you receive any media or investor calls, or other outside inquiries
regarding this situation, please direct them to Mike Taylor, our Executive Vice President and Chief
Financial Officer (taylor@asgr.com).I am also sure you have many questions regarding our future, so
we would be pleased to hear those at this time.
Additional Information and Where to Find It
In connection with the proposed merger, America Service Group will file with the SEC a proxy
statement with respect to the special meeting of stockholders that will be held to consider the
merger. When completed and filed, the definitive proxy statement and a form of proxy will be
mailed to the stockholders of America Service Group. BEFORE MAKING ANY VOTING DECISION, AMERICA
SERVICE GROUPS STOCKHOLDERS ARE STRONGLY URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER
CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICA SERVICE
GROUP AND THE PROPOSED MERGER. America Service Groups stockholders will be able to obtain,
without charge, a copy of the proxy statement and other relevant documents filed with the SEC (in
each case, when available) from the SECs website at http://www.sec.gov. America Service Groups
stockholders will also be able to obtain, without charge, a copy of the proxy statement and other
relevant documents (in each case, when available) by directing a request by mail or telephone to
America Service Group, Attn: Scott King, General Counsel, 105 Westpark Drive, Suite 200, Brentwood,
Tennessee, 37027, telephone: (615)373-3100, or from the investor relations section of America
Service Groups website at www.asgr.com.
Proxy Solicitation
America Service Group and its directors and officers may be deemed to be participants in the
solicitation of proxies from America Service Groups stockholders with respect to the proposed
merger. More detailed information regarding the identity of the potential participants, and their
direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in connection with the proposed merger.
Information regarding America Service Groups directors and executive officers and their ownership
of America Service Groups common stock is also available in America Service Groups definitive
proxy statement for its 2010 Annual Meeting of Stockholders filed with the SEC on April 28, 2010
and updated on May 28, 2010.