SunLink Health Systems Declares $0.10 Per Share Special Cash Dividend Ahead Of Merger With Regional Health; Merger Deadline Extended To August 11, 2025

As previously disclosed, on April 14, 2025, SunLink Health Systems, Inc., a Georgia corporation ("SunLink"), entered into an Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement") with Regional Health Properties, Inc., a Georgia corporation ("Regional"). The Amended and Restated Merger Agreement amended and restated in its entirety the previously announced Agreement and Plan of Merger, between Regional and SunLink, dated as of January 3, 2025 . On June 22, 2025, SunLink and Regional entered into an Amendment to the Amended and Restated Agreement and Plan of Merger, pursuant to which Regional and SunLink each agreed to extend the Termination Date (as defined in the Amended and Restated Merger Agreement) until 5:00 p.m., Eastern time, on August 11, 2025 and make a clarifying clean-up change.The Amended and Restated Merger Agreement, as amended (the "Merger Agreement"), provides that, among other things and subject to the terms and conditions of the Merger Agreement, SunLink will be merged with and into Regional (the "Merger"), with Regional surviving the Merger.

 

Pursuant to the terms and conditions of the Merger Agreement, SunLink may pay, declare or set aside, as applicable, one or two special cash dividends to holders of shares of common stock, no par value per share, of SunLink ("SunLink Common Stock"). Subject to any upward adjustment pursuant to the terms and conditions of the Merger Agreement by reason of any Regional Debt Distress (as defined in the Merger Agreement), the SunLink special cash dividends are an amount not to exceed in the aggregate the sum of (i) $705,000, plus (ii) an amount, if any, by which the sum of the SunLink Cash and Cash Equivalents (as defined in the Merger Agreement) is in excess of $6,000,000 (subject to adjustment as provided in the Merger Agreement) calculated within a period of five days prior to the closing of the Merger (the "Closing"); provided that in no event shall the total of such dividends exceed in the aggregate $1,000,000, subject to adjustment pursuant to the terms and conditions of the Merger Agreement.

 

 

On July 18, 2025, the Board of Directors of SunLink (the "SunLink Board") declared a special cash dividend payable to holders of SunLink Common Stock of record as of the close of business on Tuesday, July 29, 2025 (the "Record Date"), in the amount of $0.10 per share and payable on July 30,2025 (the "Payment Date").