Hedge Fund Wins Court-Ordered Annual Meeting

Jul 19 2010 | 12:59pm ET

Activist hedge fund Strategic Turnaround Equity Partners had its day in court. Now, it will have its day at the polls in the battle over the future of United American Healthcare Corp.

A Michigan state court judge on Friday granted the New York-based hedge fund’s request to order an annual shareholders meeting for UAHC, which last held one in November 2008. UAHC shareholders will now chose between Turnaround’s slate of three dissident director candidates, which have the backing of proxy advisory services ISS and Riskmetrics, and UAHC’s slate.

The Detroit court ordered that the meeting take place on Sept. 30, the date set by UAHC on Thursday, one day before the hearing. It is the fourth time UAHC has scheduled a date for the annual meeting.

Gary Herman, Strategic’s portfolio manager and one of its board candidates, said he was “pleased” that the court granted injunctive relief. But he took issue with UAHC’s decision to set the record date for the meeting as Sept. 1.

“We strongly believe that the board chose this record date in an attempt to include the new shares that were issued without a shareholder vote to John M. Fife and his affiliates,” Herman said, referring to UAHC’s largest shareholder. “This is a blatant attempt to ‘rig’ the vote in their favor so that they can continue to remain entrenched. It is our opinion that the board and management permitted the company to be delisted from NASDAQ without appeal so as to be able to issue these shares to John M. Fife without a shareholder vote.”

UAHC recently agreed to acquire Pulse Systems, which is majority-owned by Fife. Fife owns 23% of UAHC, and prior to the Pulse acquisition entered into a voting and standstill agreement with the company, allowing it to vote his shares. In exchange, UAHC granted Fife a put option that guarantees a healthy profit for him, as well as granting him the right to buy even more shares under the put agreement.

Strategic, which owns 9.98% Of UAHC, already has one representative on the company’s seven-member board, winning that concession after UAHC lost its primary contract, accounting for some 95% of its business, more than two years ago.

Herman told FINalternatives last week, prior to the court hearing, that he believes that Strategic’s slate was well ahead in the voting before UAHC cancelled the meeting for a third time.


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