Exhibit 99.1
![LOGO](https://capedge.com/proxy/8-K/0001193125-24-077130/g815377g0326061123682.jpg)
Contact:
Tracey Schroeder
Chief Marketing Officer
tracey.schroeder@trubridge.com
(251) 639-8100
TRUBRIDGE ANNOUNCES ADOPTION OF LIMITED DURATION STOCKHOLDER RIGHTS PLAN
MOBILE, ALA. (March 26, 2024) – TruBridge, Inc. (NASDAQ: TBRG) (the “Company”), a healthcare solutions company, announced today that its Board of Directors (the “Board”) voted unanimously to adopt a limited duration stockholder rights plan (the “Rights Plan”) to protect stockholders’ interests and maximize value for all stockholders.
The Rights Plan is similar to plans adopted by other public companies and is designed to ensure that all of the Company’s stockholders have the opportunity to realize the long-term value of their investment in the Company and to guard against abusive tactics so that no person, entity or group can gain a control or control-like position in the Company through open market accumulations of the Company’s common stock or other tactics potentially disadvantaging the interests of the Company’s stockholders without negotiating with the Board and without paying an appropriate control premium to all stockholders.
The Rights Plan is intended to position the Board to fulfill its duties by ensuring that the Board has sufficient time to make informed judgments that are in the best interests of the Company and its stockholders.
The Rights Plan provides for the issuance of one right for each outstanding share of the Company’s common stock. Under the Rights Plan, rights will become exercisable if a person, entity or group acquires beneficial ownership of 10% or more of the outstanding common stock in a transaction not approved by the Board or if an existing stockholder that already beneficially owns 10% or more of the outstanding common stock subsequently increases its ownership by one or more shares. In the event that the rights become exercisable, each right would entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights would become void and would not be exercisable) to buy at the exercise price additional shares of common stock having a market value equal to twice the exercise price. The Board may, at its option, redeem all rights for $0.001 per right at any time prior to a person, entity or group acquiring beneficial ownership of 10% or more of the common stock and/or an existing stockholder that already beneficially owns 10% or more of the common stock increasing its ownership by one or more shares.
Although any stockholder beneficially owning 10% or more of the common stock at the time of the adoption of the Rights Plan is grandfathered, the rights will become exercisable if that stockholder subsequently increases its ownership by one or more shares.
The Rights Plan also includes a qualifying offer provision, which allows stockholders, under certain circumstances, to demand that the Board call a special meeting to vote on exempting a pending offer from the provisions of the Rights Plan, provided such pending offer meets certain qualifying criteria.
The Rights Plan is effective immediately and will expire on March 25, 2025.
Additional details regarding the Rights Plan will be included in a Current Report on Form 8-K being filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
-MORE-