Amendment Further Enhances Value for
Shareholders
BioScrip, Inc. (NASDAQ:BIOS) ("BioScrip" or the "Company"), a
leading national provider of infusion and home care management
solutions and HS Infusion Holdings, Inc. ("Home Solutions"), today
announced that they have amended the terms of their agreement
announced on June 13, 2016. The amendment, among other
changes, reduces the closing consideration from $85 million to $75
million, and reduces the cash component of the consideration from
$80.0 million to $67.5 million.
Under the terms of the amended agreement, BioScrip will acquire
substantially all of the assets and assume certain liabilities of
Home Solutions and its subsidiaries for total transaction
consideration of $75.0 million at closing (the "Closing
Consideration") and additional contingent consideration in the form
of restricted stock units ("RSUs") (the "Contingent
Consideration").
The Closing Consideration will consist of $67.5 million payable
in cash, subject to certain adjustments and $7.5 million in shares
of the Company's common stock. The Contingent Consideration will
consist of restricted shares of BioScrip common stock, issued in
two tranches with different vesting conditions. The number of RSUs
in Tranche A and Tranche B is approximately 3.1 million and 4.0
million, respectively. The two tranches of RSUs would vest when
BioScrip common shares exceed 20-day average trading prices of
$4.00 per share and $5.00 per share, respectively, subject to
certain time restrictions and under certain circumstances, in the
event of a change of control.
AdvisorsJefferies LLC is acting as financial
advisor to BioScrip. Polsinelli PC, Dechert LLP and Gibson, Dunn
& Crutcher LLP are acting as legal advisors to BioScrip.
Houlihan Lokey is acting as financial advisor to Home Solutions and
Ropes & Gray LLP is acting as legal advisor.
ABOUT BIOSCRIPBioScrip, Inc. is a leading
national provider of infusion and home care management solutions.
BioScrip partners with physicians, hospital systems, skilled
nursing facilities, healthcare payors, and pharmaceutical
manufacturers to provide patients access to post-acute care
services. BioScrip operates with a commitment to bring
customer-focused pharmacy and related healthcare infusion therapy
services into the home or alternate-site setting. By collaborating
with the full spectrum of healthcare professionals and the patient,
BioScrip provides cost-effective care that is driven by clinical
excellence, customer service, and values that promote positive
outcomes and an enhanced quality of life for those it serves.
ABOUT HOME SOLUTIONSHome Solutions,
headquartered in Hammonton, New Jersey, is a leading specialty
infusion provider servicing approximately 14,000 patients annually
throughout the Northeastern and Mid-Atlantic regions of the U.S.
Current projects are underway that will allow the company to reach
additional patients in the New England and Southeastern regions of
the U.S. The Company is committed to clinical excellence,
compassion and professionalism. Home Solutions is Joint Commission
accredited and provides a full range of infusion and specialty
services in the home and alternate setting. Our commitment is to
put the patient first in delivering a quality service while
offering cost effective solutions to various industry stakeholders
such as physicians, hospitals, managed care payors, and
governmental agencies. InfuLinkĀ®, the Company's proprietary web
monitoring tool, shares data with healthcare providers to help
optimize clinical outcomes. More information about Home Solutions
is available at www.infusioncare.com.
Forward-Looking Statements - Safe Harbor
This press release includes statements that may constitute
"forward-looking statements," including projections of certain
measures of the Company's results of operations, including its
revenues and cash flows, projections of future cost savings
associated with the absence or reduction of certain charges and
expenses, and other statements regarding the Company's expectations
regarding the impact of its financial improvement plan and
strategy. These statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
You can identify these statements by the fact that they do not
relate strictly to historical or current facts. In some cases,
forward-looking statements can be identified by words such as
"may," "should," "could," "anticipate," "estimate," "expect,"
"project," "outlook," "aim," "intend," "plan," "believe,"
"predict," "potential," "continue" or comparable terms. Because
such statements inherently involve risks and uncertainties, actual
future results may differ materially from those expressed or
implied by such forward-looking statements. Investors are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the
forward-looking statements as a result of various factors.
Important factors that could cause or contribute to such
differences include but are not limited to risks associated with:
the Company's ability to integrate the acquisition of Home
Solutions and obtain financing in connection therewith, the
Company's ability to grow its core Infusion revenues, the Company's
ability to continue to experience positive results from its
financial improvement plan to reduce operating costs; reductions in
federal, state and commercial reimbursement for the Company's
products and services; increased government regulation related to
the health care and insurance industries; as well as the risks
described in the Company's periodic filings with the Securities and
Exchange Commission. The Company does not undertake any duty to
update these forward-looking statements after the date hereof, even
though the Company's situation may change in the future. All of the
forward-looking statements herein are qualified by these cautionary
statements.
Additional Information and Where to Find
It
In connection with the proposed transaction, the Company will
prepare a proxy statement to be filed with the Securities and
Exchange Commission ("SEC"). When completed, a definitive
proxy statement and a form of proxy will be mailed to the
stockholders of the Company. The Company's security
holders are urged to read the proxy statement carefully when it
becomes available, as well as any other relevant documents filed by
the Company with SEC, because they will contain important
information. The Company's stockholders will be able
to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the
SEC's website at http://www.sec.gov. The Company's
stockholders will also be able to obtain, without charge, a copy of
the proxy statement and other relevant documents (when available)
by directing a request by mail or telephone to BioScrip, Inc.,
Attn: Chief Financial Officer, 1600 Broadway, Suite 950, Denver, CO
80202, telephone: (720) 697-5200, or from the investor relations
page on the Company's website
at http://bioscrip.com/overview.
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company's
stockholders in connection with the proposed transaction.
Information about the Company's directors and executive officers
and their ownership of the Company's equity interests is set forth
in the proxy statement for the Company's 2016 Annual Meeting of
Stockholders, which was filed with the SEC on April 27, 2016.
Stockholders may obtain additional information regarding the
interests of the Company and its directors and executive officers
in the proposed transaction, which may be different than those of
the Company's stockholders generally, by reading the proxy
statement and other relevant documents regarding the proposed
transaction when filed with the SEC.
For Further Information:
Investor Contact
Jeffrey M. Kreger
BioScrip Chief Financial Officer
(720) 697-5200
jeffrey.kreger@bioscrip.com
Media Contact
Susan J. Lewis
(303) 766-4343 or (303) 518-7100
slewis@pairelations.com
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