Proposed Merger of Regional Health Properties, Inc. ("Regional" or "the Company") with SunLink Health Systems, Inc. ("SunLink").
The Company is trying to hide three superior offers from you in order to ram through a substantially inferior merger proposal with SunLink.
SEATTLE, WA / ACCESS Newswire / July 28, 2025 / In a letter to investors published today, LF Partners' Charles Frischer outlines why Regional shareholders should vote NO on the proposed SunLink merger.
Dear Fellow Shareholders,
I am the largest outside shareholder of Regional Health and own 7% of the common and 21% of the preferred shares. I recently posted a podcast I did on X @cfrischer1 which describes in detail why I think this merger is a very bad deal for common and preferred shareholders. In fact, I think this deal is worse for common shareholders than preferred shareholders.
The shareholders of Regional Health have been misled. Over the past six months or more, Regional's board and management have received multiple alternative and superior offers for your shares. Just this past Friday, July 18, 2025, two publicly available filings came to light which the Company would rather you not read or consider. The first, from the Company, revealed for the very first time, barely 2 weeks before the vote, that not one, but two significant owners and/or operators of skilled nursing facilities delivered written offers to purchase the Company for values which should far exceed the value provided by the merger with SunLink. Based upon my knowledge of both bidders, they were both Ready, Willing and Able to transact for Regional Health.
On the same afternoon, last Friday, one of these two owner, operators, Black Pearl, made a public tender offer for up to 49% of our shares at $4.25. Yet the Company is barreling ahead seeking to merge with Sunlink. Significantly, Regional has not provided any financials created by a credible advisor showing the value of your shares in the merger (and ironically, SunLink has provided its shareholders with this very analysis).
Additionally, over the past few years the Company held discussions focused on a sale of some, all or substantially all assets and a division of proceeds between common and Preferred holders where the Preferred holders take yet a further substantial reduction in their higher priority claim to allow a substantial recovery to common shareholders. Your board has never even offered a reasonable response to these proposals.
The dereliction of the Regional Board and management is clear from the market price of your shares, which traded at $2 - $2.50 while the merger was pending and only rose when Black Pearl made its $4.25 offer.
The management team at Regional simply wants to keep their jobs and doesn't care about common or preferred shareholders. Regional management has previously stated that the equity value of Regional is close to $40 million. They are now proposing to give away half that value to a company with $6 million in cash and a money losing business. Regional says that merging the two companies will magically make a new, wonderful company. I don't believe this nonsense. If they want to use Sunlink's pharmacy services in our properties, simply do a JV, don't merge and give up millions in equity.
Simple commonsense leads to the unavoidable conclusion that Regional's board and management is seeking to perpetuate itself at the expense of its shareholders. Don't allow this pattern of entrenchment to continue: Vote against, or don't vote at all, with respect to the proposed merger with SunLink. Even if you have already voted, you can easily reach out to your broker and change your vote.
The pursuant of this merger has been a waste of corporate time and assets. If, as I expect, shareholders do not approve the merger on July 29, management should immediately terminate the merger agreement and discontinue this self serving exercise. Stop wasting our time and money when there are offers from highly qualified industry players very interested in buying our assets.
I would be happy to discuss this with any interested shareholder. You can contact me at (917)-528-1465 or charliefrischer@gmail.com.
Charles Frischer
General Partners
LF Partners
Contact
Charles Frischer
charliefrischer@gmail.com
SOURCE: Charles Frischer
View the original press release on ACCESS Newswire