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Proposed Ebix Merger
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ATLANTA - 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.
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