BioScrip Enters into a Tax Asset Protection Plan to Protect its Valuable Tax Assets
August 12 2016 - 6:50AM
BioScrip, Inc. (NASDAQ:BIOS) (“BioScrip” or the “Company”) today
announced that its Board of Directors has adopted a Tax Asset
Protection Plan designed to protect the Company’s ability to
utilize its net operating loss carryforwards (NOLs), which total
approximately $275 million.
United States federal income tax rules, and Section 382 of the
Internal Revenue Code in particular, could substantially limit the
use of net operating losses and other tax assets if BioScrip
experiences an “ownership change” (as defined in the Internal
Revenue Code). In general, an ownership change occurs if there is a
cumulative change in the ownership of BioScrip by “5 percent
stockholders” that exceeds 50 percentage points over a rolling
three-year period.
The Company noted the Tax Asset Protection Plan serves the
interests of all stockholders by protecting the Company’s ability
to use its deferred tax assets to offset tax liabilities in the
future.
Under the terms of the Tax Asset Protection Plan, the Company
will distribute to its stockholders a non-taxable dividend
distribution of one preferred stock purchase right for each share
of common stock of the Company outstanding as of the close of
business on August 25, 2016. The Tax Asset Protection Plan is
intended to act as a deterrent to any person acquiring beneficial
ownership of 4.9% or more of the Company’s outstanding common stock
(an “Acquiring Person”). Stockholders who beneficially owned 4.9%
or more of the Company’s outstanding common stock as of the close
of business on August 11, 2016 will not become an Acquiring Person
so long as they do not acquire additional shares of common stock
while they still beneficially own 4.9% or more of the Company’s
outstanding common stock.
A person who becomes an Acquiring Person may be subject to
significant dilution in its holdings. The Board of Directors may,
in its sole discretion, exempt any person from being deemed an
Acquiring Person for purposes of the Tax Asset Protection Plan.
A copy of the Tax Asset Protection Plan will be contained in a
Form 8-K to be filed with the Securities and Exchange
Commission.
About BioScrip
BioScrip, 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.
Cautionary Statement Concerning Forward Looking
Statements
This press release includes statements that may constitute
“forward-looking statements,” that involve substantial risks and
uncertainties. 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,” “intend,” “plan,” “believe,” “predict,” “potential,”
“continue” or comparable terms. These forward-looking
statements involve risks, uncertainties and assumptions, including,
but not limited to, whether the Tax Asset Protection Plan will have
its intended effects and the estimate of NOLs for federal income
tax purposes. 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.
Contact:
Jeffrey M. Kreger
Chief Financial Officer
(720) 697-5200
Jeffrey.kreger@bioscrip.com
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