Exhibit 99.1
UpHealth Annual Meeting Delayed to Allow Delaware Court of Chancery to Hear Full Case Brought by Creditor and Dissident Director
Court Will Hear the Full Case, Including Evidence About Plaintiffs’ Scheme to Exert Improper Control over UpHealth
All Current Directors to Remain in Office
Shareholders Do Not Need to Take Any Action at This Time
DELRAY BEACH, Fla., June 27, 2022 (GLOBE NEWSWIRE) — UpHealth, Inc. (NYSE: UPH) (“UpHealth” or the “Company”) today issued the following statement regarding the Delaware Court of Chancery’s ruling in advance of the Company’s Annual Stockholders Meeting (the “Annual Meeting”):
“We welcome last week’s Delaware Court of Chancery ruling, which delays the current Annual Meeting to a later date to allow the Court to review all relevant materials and proceed with the trial on the limited issue of the change in quorum announced on May 31, 2022. We note that, in its ruling preliminarily enjoining the Annual Meeting, the Court stated that it “do[es] not doubt the defendants’ good faith.”
We believe the actions by the plaintiffs, Dr. Chirinjeev Kathuria and Jeffery Bray, and by their group of aligned supporters, including Dr. Mariya Pylypiv, (the “Conflicted Group”), are a self-serving attempt to wield outsized influence over the future direction of UpHealth by inhibiting the Company’s proper governance. We note that plaintiff, Mr. Bray, is a creditor of UpHealth and has been seeking to be paid more than $17 million, and that co-plaintiff Dr. Kathuria appears to be trying to gain control of UpHealth without paying a premium to shareholders. Dr. Kathuria and Dr. Pylypiv, among others, organized the Conflicted Group, and it further appears, failed to make appropriate public disclosures of their intentions.
The plaintiffs sought an order affirming Dr. Kathuria’s unilateral right as Co-Chairman of the Board to call a Special Meeting of Shareholders to further his own agenda. Noting that there was no “pattern of behavior … that one co-chair can unilaterally override the other,” the Court determined that the plaintiffs were not reasonably likely to prevail on this point. To ensure the proper functioning of the Board, as previously announced, the Board has now appointed a single Non-Executive Chairman and removed Dr. Kathuria from the role of Co-Chairman.
The Company is confident that the defendant directors will demonstrate at trial the propriety of all of their actions, including in modifying the quorum requirements for the Company’s Annual Meeting to enfranchise all shareholders. The defendant directors are committed to continuing to act vigorously to protect the interests of all shareholders. Furthermore, the Company reserves all of its rights to pursue claims against any member of the Conflicted Group for not acting in the best interests of the Company, inappropriate disclosure of confidential materials, and violation of their fiduciary duties as Directors and as Executives in the company.
Despite the Conflicted Group’s repeated attempts to discourage voting at the Annual Meeting, more than 75% of the shares that were not owned by members of the Conflicted Group had submitted proxies as of the close of business on Friday, June 24.
