Exhibit 99.1
SAN DIEGO - AUGUST 5, 2002 - PMR ENTERS INTO CONTINGENT VALUE RIGHTS AGREEMENT;
SETS RECORD DATE FOR CONTINGENT VALUE RIGHTS
PMR Corporation today announced the execution of a contingent value
rights agreement dated August 2, 2002, by and among PMR Corporation, Xxxx X.
Xxxxxx, as Representative, and StockTrans, Inc., as Trustee, and the
establishment of the record date for the contingent value rights, or "CVRs," as
August 2, 2002, each in anticipation of its proposed merger with Psychiatric
Solutions, Inc. The CVR agreement provides for the distribution of certificated
CVRs to each holder of PMR common stock as of the record date.
Pursuant to the CVR agreement, CVR holders will be entitled to
receive:
- a cash distribution within 90 days of the effective time of
the proposed merger between PMR and Psychiatric Solutions equal to the amount
of PMR's cash and cash equivalents in excess of $5.175 million as of the
effective time of the proposed merger; and
- quarterly cash payments equal to the cash and cash equivalents
collected on certain PMR non-current accounts receivable relating to
discontinued programs during the two-year period following the effective time of
the merger.
However, there is no assurance that any payments will be made with respect to
the CVRs, and the CVRs, therefore, may not have any value.
CVRs will be distributed on August 9, 2002 to the stockholders of
record as of the close of business on August 2, 2002. PMR's stock will trade
ex-dividend beginning on Tuesday, August 6th. Stockholders who sell their
shares before the ex-dividend date will transfer the right to receive the CVRs
to the buyers of the shares.
This press release contains forward looking statements that involve
risks and uncertainties, including the risk that the merger with Psychiatric
Solutions, Inc. will not be completed; and the risks and uncertainties set
forth in the company's periodic reports and other filings with the Securities
and Exchange Commission. Forward looking statements reflect the company's
current views with respect to future events. Actual results may vary materially
and adversely from those anticipated, believed, estimated, or otherwise
indicated.
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Contact:
PMR Corporation
Xxxx Xxxxxx, 619/610-4001
