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Tabula Rasa HealthCare Announces Cooperation Agreement with Indaba Capital Management to Refresh the Company's Leadership and Board of Directors
Agreement Also Provides for Enhancements to the Company's Corporate Governance, Including a Commitment to Propose a De-Classification of the Board at the 2023 Annual Meeting
Pursuant to the cooperation agreement, the composition of the Board of Directors (the "Board") will be amended as follows:
Calvin H. Knowltonand Orsula V. Knowltonwill retire from the Company and step down from the Board, effective immediately. Derek Schrierand Jonathan D. Schwartzhave been appointed to the Board of Directors, effective immediately. Michael Purcellhas been appointed Independent Chair of the Board, effective immediately. A. Gordon Tunstallwill step down as Lead Independent Director, effective immediately, and will retire from the Board upon the earlier of the appointment of a third, new independent director who will be identified by Indaba and the end of the year.
Following these changes, the Board will comprise nine independent directors, representing a mix of institutional knowledge and fresh perspectives, as well as robust financial, healthcare, strategic and corporate governance experience.
Additionally, the Board has determined to seek stockholder approval at its upcoming 2023 Annual Meeting for the declassification of the Board, with the goal of fully declassifying the Board by the 2025 Annual Meeting. The Board will also form a new, three-person strategic review committee to oversee the Company's current strategic process relating to the sale of non-core assets and explore other value creation opportunities with a view toward maximizing stockholder value. Messrs. Schrier and Schwartz and Dr.
The full cooperation agreement will be filed by the Company with the
Tabula Rasa today also announced that Dr.
Statement Regarding Forward-Looking Information
This press release includes 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. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include TRHC's expectations regarding certain leadership changes and the effects thereof, the benefits of entering into the cooperation agreement with Indaba, available opportunities to TRHC, the financial and operating performance of TRHC, the creation of stockholder value, the plans and objectives of management, plans related to the declassification of the board, and TRHC's strategic initiatives and the anticipated benefits thereof. Such statements are identified by use of the words "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "should," and similar expressions. These forward-looking statements are based on management's good-faith expectations, judgements and assumptions as of the date of this press release. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: the impacts of the ongoing COVID-19 pandemic; our continuing losses and need to achieve profitability; fluctuations in our financial and operating results; the volatility of our stock price; the extent to which we are successful in gaining new long-term relationships with clients or retaining existing clients; the acceptance and use of our products and services by PACE organizations; the need to innovate and provide useful products and services; risks related to changing healthcare and other applicable governmental regulations; our ability to maintain relationships with a specified drug wholesaler; increasing consolidation in the healthcare industry; competition from a variety of companies in the healthcare industry; managing our growth effectively; our ability to retain clients and employees given the leadership transitions; our ability to adequately protect our intellectual property; the requirements of being a public company; our ability to recognize the expected benefits from acquisitions on a timely basis or at all; fluctuations in operating results; our ability to manage our cash flows; failure or disruption of our information technology and security systems; dependence on our senior management and key employees; our future indebtedness and our ability to obtain additional financing, reduce expenses, or generate funds when necessary; macroeconomic conditions, including the impact of inflation, on our business and operations; and the other risk factors set forth from time to time in our filings with the
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For Tabula Rasa: TRHC Media Contact: Anthony Mirenda, email@example.com, 908-380-2143, TRHC Investors: Frank Sparacino, firstname.lastname@example.org, 866.648.2767, For Indaba: Longacre Square Partners, Greg Marose / Charlotte Kiaie, 646-386-0091, email@example.com / firstname.lastname@example.org