First Surgical Announces Lawsuit
First Surgical Announces Lawsuit
BELLAIRE, Texas--(BUSINESS WIRE)-- First Surgical Partners, Inc.(OTCBB: FSPI) ("First Surgical" or the "Company"), an ambulatory surgery center and acute care hospital company, today announced that it has filed a lawsuit against Nobis Capital Advisors, Inc. ("Nobis") entitled First Surgical Partners, Inc. v. Nobis Capital Advisors, Inc., Tim Betts, Tom Rubin, Sean Harrison, Kevin Mohan and MichaelArnold, Cause No. 2012-69075, in the 190th Judicial District Court of Harris County, Texas (the "Nobis Litigation").
The Company previously engaged Nobis as its financial advisor in connection with the Company's reverse merger transaction whereby the Company became a public company (the "Going Public Transaction"). As its fee, Nobis ultimately received 10% of the public Company's common stock. The Company initiated the Nobis Litigation to recover for the harm suffered by the Company as a result of its going public after it was unsuccessful in attempting to resolve its disputes with Nobis. In the Nobis Litigation, the Company seeks (i) the return to the Company of its common stock (the "Litigation Shares") in the possession of Nobis and/or its principals (or under their control) received as compensation for the Going Public Transaction; (ii) damages in an amount not less than $3 million; and/or (iii) the imposition of a constructive trust on the Litigation Shares.
As previously announced, the Company intends to consummate a going private transaction in accordance with the terms and conditions set forth in a definitive merger agreement, pursuant to which it will be merged with a subsidiary of First Surgical Partners Holdings, Inc., an entity created by certain stockholders of the Company (the "Contributing Stockholders"). All outstanding shares of the Company's common stock, other than shares of the Company owned by the Contributing Stockholders or stockholders who are entitled to and who properly exercise appraisal rights under Delaware Law, and the stockholders whose shares are subject to the Nobis Litigation (pending the outcome of the Nobis Litigation), will receive merger consideration.
Additional Information and Where to Find It
This press release is neither a solicitation of a proxy nor an offer to purchase nor a solicitation of an offer to sell shares of the Company common stock, and is not a substitute for any proxy or information statement or other filing that may be made with the SEC in connection with the transaction. In connection with the transaction, the Company intends to make certain filings required by law with the SEC. Once filed, these documents will be available at no charge on the SEC's website at www.sec.gov.
Information regarding the interests of participants in the solicitation, which may be different than those of the Company's stockholders generally, will be included in the information statement relating to the transaction when it becomes available.
About First Surgical Partners, Inc.
First Surgical operates two ambulatory surgery centers and a general acute care hospital in the Houston area. The surgeons that utilize First Surgical's facilities perform non-emergency surgeries at these locations. The procedures performed include bariatric; ear, nose and throat; reconstructive and cosmetic plastics, orthopedics, pain management, neurosurgery and podiatry, all of which are often completed on an outpatient or short-stay basis. Each of First Surgical's facilities resides within its own limited partnership, which is wholly owned by First Surgical. First Surgical's website is www.firstsurgical.com.
Certain statements contained in this press release may constitute "forward-looking statements." Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings with the Securities and Exchange Commission located at their website (http://www.sec.gov). In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors. The forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of the press release.
First Surgical Partners, Inc.
Jeannie Jones, 713-665-1111
KEYWORDS: United States North America Texas
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