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Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of American Surgical Holdings, Inc. by Great Point Partners

Fri, 01/14/2011 - 10:45am
The Associated Press

Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the Court of Chancery of the State of Delaware on behalf of all shareholders of American Surgical Holdings, Inc. ("American Surgical") (OTCBB: ASRG).

The claims asserted in the complaint arise from the proposed buyout ("Acquisition") of American Surgical by AH Holdings Inc. ("AH Holdings"), an affiliate of Great Point Partners, I LP. On December 20, 2010, American Surgical announced that it had entered into a definitive merger agreement for the company to be acquired and taken private by AH Holdings in a transaction valued at approximately $33 million. According to the complaint, and under the Agreement, American Surgical shareholders will receive $2.87 per share in cash.

The complaint alleges that the Acquisition is the product of a fundamentally flawed process in which American Surgical's Board of Directors failed to obtain the best possible price before entering into the Agreement with AH Holdings. The complaint alleges that the $2.87 per share acquisition price is unfair considering the company's growth prospects. Moreover, the complaint alleges that American Surgical's Board of Directors is forcing the Acquisition through by conditioning it only on the approval of a majority of all the company's shareholders, including certain members of American Surgical's management who own 64% of American Surgical's shares, who have entered into stockholder voting agreements pursuant to which they have agreed to vote all of their shares in favor of the Acquisition, and who will become part owners of the successor company along with Great Point Partners. The complaint also alleges that American Surgical's Board of Directors failed to provide shareholders with sufficient information to determine whether or not they should seek appraisal. The complaint also alleges that the American Surgical Board of Directors filed with the United States Securities and Exchange Commission a preliminary proxy that failed to provide any management projections, which are material given American Surgical's planned expansion across the United States, and failed to disclose the company's expansion plans.

If you are a current owner of shares of American Surgical, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com (http://www.browerpiven.com/) , by email at hoffman@browerpiven.com (mailto:hoffman@browerpiven.com) , by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

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