America Service Group Inc. Announces Plan for Strategic Alliance between Prison Health Services, Inc. and Maxor National Pharmacy Services Corporation.BRENTWOOD, Tenn. -- America Service Group Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ASGR ASGR America Service Group Inc. ASGR Armed Services Graves Registration Office ) announced today that a non-binding proposal letter has been executed for Maxor National Pharmacy Services Corporation (Maxor) to acquire, at book value, certain assets of Secure Pharmacy Plus, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control (SPP (1) (Scalable Parallel Processor) A multiprocessing computer that can be upgraded by adding more CPUs. (2) (Standard Parallel Port) The Centronics parallel port that was used on the first PCs. ), an affiliate of the Company. As part of this proposed transaction, Maxor would become the exclusive provider of pharmaceuticals and medical supplies to Prison Health Services health services Managed care The benefits covered under a health contract , Inc. (PHS (Personal Handyphone System) A TDMA-based cellular phone system introduced in Japan in mid-1995. Operating in the 1880-1930 MHz band, PHS uses microcells that cover an area only 100 to 500 meters in diameter, resulting in lower equipment costs but requiring more base ), the principal operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. of the Company. Maxor has a national reputation for excellence in correctional pharmacy services. PHS believes Maxor has the resources and client base to further enhance the market-leading technological assets acquired from SPP and to provide SPP employees with continuing opportunities for growth within a fully-integrated pharmacy services company. Maxor has indicated that it plans to maintain operations at the existing offices of SPP and offer continued employment to its current staff. Through its proposed alliance with Maxor, PHS expects to continue to provide clients with competitively-priced medications, high service levels and advanced clinical information. The objectives of the proposed strategic alliance are to combine and improve the best practices in correctional pharmacy and healthcare in order to provide patients with outstanding medical care and clients with the best value proposition in this challenging public service sector. The Company and Maxor are currently targeting the closing of this transaction effective March 31, 2007. The final execution of a definitive asset purchase agreement, long-term supply contract and closing of the transaction is subject to final negotiations of the agreements, completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. and final approval of the respective companies' boards of directors, among other things. America Service Group Inc., based in Brentwood, Tennessee Brentwood is a city in Williamson County, Tennessee, United States. The population was 23,445 as of the U.S. Census Bureau's 2000 census, and as of 2007, Brentwood's population has increased to over 30,000. Brentwood is an affluent Nashville suburb. , is a leading provider of correctional healthcare services in the United States. America Service Group Inc., through its subsidiaries, provides a wide range of healthcare and pharmacy programs to government agencies for the medical care of inmates. More information about America Service Group can be found on the Company's website at www.asgr.com or at www.prisonhealthmedia.com. Maxor National Pharmacy Services Corporation is a Texas-based company located in Amarillo, Texas. Maxor operates, manages and consults inpatient, outpatient, mail order, specialty and correctional pharmacies throughout the United States. More information about Maxor National Pharmacy Services Corporation can be found on its website at www.maxor.com. Cautionary Statement This press release contains "forward-looking" statements made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Statements in this release that are not historical facts, including statements about the Company's or management's beliefs and expectations, constitute forward-looking statements and may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes" or "intends" and similar words and phrases Words and Phrases® A multivolume set of law books published by West Group containing thousands of judicial definitions of words and phrases, arranged alphabetically, from 1658 to the present. . Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: * the risk that government entities (including the Company's government customers) may bring enforcement actions against, seek additional refunds from, or impose penalties on, the Company or its subsidiaries as a result of the matters recently investigated by the Audit Committee or the previous restatement of the Company's financial results; * the risks arising from shareholder litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. as a result of the matters recently investigated by the Audit Committee or the previous restatement of the Company's financial results; * risks associated with the possibility that we may be unable to satisfy covenants under our credit facility; * risks arising from potential weaknesses or deficiencies in our internal control over financial reporting; * risks arising from the possibility that we may be unable to collect accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying ; * the Company's ability to retain existing client contracts and obtain new contracts at acceptable pricing levels; * whether or not government agencies continue to privatize correctional healthcare services; * the possible effect of adverse publicity on the Company's business; * increased competition for new contracts and renewals of existing contracts; * the Company's ability to execute its expansion strategies; * the Company's ability to limit its exposure for catastrophic illnesses and injuries in excess of amounts covered under contracts or insurance coverage; * the outcome or adverse development of pending litigation, including professional liability litigation; * risks arising from the possibility that the potential sale of certain assets of Secure Pharmacy Plus either does not occur or does not occur on the terms described in this release; * risks arising from the possibility that the potential acquirer of certain assets of Secure Pharmacy Plus cannot provide pharmaceuticals or related services at either a cost or service level sufficient to allow the Company to meet its contractual obligations with its customers without negatively impacting financial performance; * risks arising from the possibility of continued financial underperformance by Secure Pharmacy Plus; * the Company's dependence on key personnel; and * the Company's determination whether to repurchase shares under its stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. program. A discussion of important factors and assumptions regarding certain statements and risks involved in an investment in the Company is contained in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this release. The Company assumes no obligations to update or revise them or provide reasons why actual results may differ. |
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