BioScrip and Home Solutions Enter Into Amended Asset Purchase Agreement to Expedite Closing
September 02 2016 - 4:05PM
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 further amended the terms of their Asset
Purchase Agreement dated June 13, 2016. The amendment should allow
the parties to close the transaction during the first two weeks of
September.
To facilitate the timely consummation of this transaction,
BioScrip and Home Solutions have amended the Asset Purchase
Agreement to eliminate the condition to closing that the Company
receive stockholder approval to increase its authorized share
capital that would allow the Company to issue shares of common
stock upon the achievement of certain post-closing earn-out
conditions. BioScrip and Home Solutions have instead agreed to hold
a stockholder meeting after the closing to seek such stockholder
approval and to provide Home Solutions with certain contractual
protections in the event such approval is not obtained.
As previously announced, BioScrip and Home Solutions entered
into an Asset Purchase Agreement that will bring together two
highly complementary core infusion services portfolios that will
have greater scale and financial resources as well as an enhanced
national presence. Expediting the close of the transaction will
enable the companies to put the integration plans into action and
begin to take the necessary steps to achieve the many benefits that
this combination provides.
Upon closing, Home Solutions shareholders will receive
consideration consisting of $67.5 million payable in cash, subject
to certain adjustments, and 3.75 million shares of the Company's
common stock. Depending on the achievement of certain post-closing
earn-out conditions and the outcome of a shareholder vote to
increase the Company’s authorized share capital, Home Solutions may
become entitled to be issued shares of common stock underlying the
Tranche A and Tranche B Restricted Stock Units (RSUs). The number
of RSUs in Tranche A and Tranche B is approximately 3.1 million and
4.0 million, respectively.
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. InfuLink®, 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 HarborThis
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," "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, 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.
For Further Information:
Investor Contact
Jeffrey M. Kreger
BioScrip Chief Financial Officer
(720) 697-5200
jeffrey.kreger@bioscrip.com
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