A.D.A.M., Inc. (Nasdaq: ADAM), a leading provider of innovative online technology solutions for the health, benefits and education markets, today announced that its shareholders have approved the Agreement and Plan of Merger, dated as of August 29, 2010, by and among A.D.A.M., Ebix, Inc. (“Ebix”) and Eden Acquisition Sub, Inc., a direct wholly owned subsidiary of Ebix.
More than 61 percent of the outstanding shares of A.D.A.M. common stock were voted in favor of the merger during the Special Meeting of Shareholders held on February 4, 2011. This vote exceeded the required threshold, which was approval by a majority vote of the outstanding shares. Of the shares voted, over 99 percent voted in favor of the merger.
Under the terms of the merger agreement, at the closing of the merger, each share of common stock of A.D.A.M. will be converted into the right to receive 0.3122 shares of common stock of Ebix. A.D.A.M. has adequate cash on hand to meet the minimum requirements of the merger agreement, so no purchase price adjustment to the exchange ratio is necessary. Pursuant to the terms of the merger agreement, the merger shall occur within three business days after satisfaction of all the conditions to the merger. A.D.A.M. believes it has fully performed its obligations and satisfied its closing conditions under the merger agreement.
About A.D.A.M., Inc.
A.D.A.M. (Nasdaq: ADAM) is a leading provider of innovative online technology solutions for the benefits, health, and education markets. The A.D.A.M. Health Solutions business unit creates award-winning health information and interactive tools for hospitals, consumer websites, and other healthcare organizations. The Benergy Interworks business unit delivers a better online benefits management experience for brokers, employers, and employees. The A.D.A.M. Education Solutions business unit develops interactive educational resources for teaching and learning about the human body and health literacy. For more information, visit www.adam.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on A.D.A.M.’s current intent, belief and expectations. These statements, especially matters related to our merger with Ebix, are not guarantees of future performance and involve a number of risks and uncertainties that can be difficult to predict and that could cause actual results, performance or developments to differ materially. Factors that could affect the company’s actual results, performance or developments include general economic conditions, development of the Internet as a source of health information, pricing actions taken by competitors, demand for the company’s health information, regulatory changes in laws and regulations that impact how the company conducts its business and the other factors described in A.D.A.M.’s filings with the SEC. With respect to the proposed merger, these factors include, but are not limited to: the risk that a condition to closing of the merger may not be satisfied or that the merger may not be consummated; the length of time necessary to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; and the effect of future regulatory or legislative actions on the companies. These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed with the SEC in connection with the merger. Except for our ongoing obligations to disclose material information under the federal securities laws, A.D.A.M. undertakes no obligation or duty to update or revise any of its forward-looking statements whether as a result of new information, future events, circumstances or otherwise.