BioScrip Completes Acquisition of Critical Homecare Solutions
25 Mars 2010 - 6:20PM
Business Wire
BioScrip, Inc. (Nasdaq: BIOS) today announced that it has
completed its acquisition of Critical Homecare Solutions Holdings,
Inc. (“CHS”), a leading provider of home infusion and home nursing
products and services to patients suffering from chronic and acute
medical conditions.
“The combination of CHS and BioScrip represents a significant
step forward in our strategy to become the clinical leader in the
management of the chronically ill across all drug delivery
technologies,” said Richard H. Friedman, Chairman and Chief
Executive Officer of BioScrip. “BioScrip will now have over 120
points of service including 33 Community Service Centers, 61
Specialty Infusion Pharmacies, 3 Mail Order Pharmacies and 33
Nursing locations, and operate in all 50 states with over 1,000
managed care contracts. Importantly, our expanded national
footprint will position us favorably with Managed Care
Organizations that prefer to work with fully integrated providers
offering both national reach and high-touch specialty pharmacy
solutions on a local basis. We will be uniquely positioned to
provide our customers a truly comprehensive solution. We are
confident that BioScrip will continue to deliver outstanding
service to both patients and providers, while building significant
value for our shareholders.”
Under the terms of the transaction, which was announced on
January 25, 2010, BioScrip acquired CHS for a total of $237.9
million in cash and $109.8 million of BioScrip common stock, or
approximately 13.1 million shares (based on BioScrip’s closing
stock price of $8.37 on Wednesday, March 24, 2010). BioScrip also
issued to CHS shareholders approximately 3.40 million warrants
having a $10.00 exercise price and a five-year term. In connection
with this acquisition, BioScrip has entered into a new senior
credit facility for an aggregate amount of $150.0 million,
consisting of a $100 million senior secured term loan and a $50
million senior secured revolving credit facility, both with a term
of five years. In addition, BioScrip issued $225.0 million
aggregate principal amount of 10¼% senior unsecured notes due
October 1, 2015 in an unregistered offering pursuant to Rule 144A
and Regulation S under the Securities Act of 1933. The senior
credit facility has customary covenants and a variable interest
rate benchmarked to standard market indices.
Jefferies & Company, Inc. acted as BioScrip’s exclusive
financial advisor, sole lead arranger and sole book-running manager
for this transaction.
About BioScrip, Inc.
BioScrip, Inc. (www.bioscrip.com) (Nasdaq: BIOS) is a specialty
pharmaceutical healthcare organization that partners with patients,
physicians, healthcare payers and pharmaceutical manufacturers to
provide access to medications and management solutions to optimize
outcomes for chronic and other complex health care conditions.
Forward-Looking Statements Safe Harbor
This press release includes forward-looking statements regarding
the acquisition and related transactions that are not historical or
current facts and deal with potential future circumstances and
developments, in particular information regarding growth
opportunities.. Forward-looking statements are qualified by the
inherent risk and uncertainties surrounding future expectations
generally and may materially differ from actual future experience.
Risks and uncertainties that could affect forward-looking
statements include: the failure to realize synergies as a result of
operational efficiencies, purchasing volume discounts,
cross-selling of services, streamlined distribution and general and
administrative reductions in the timeframe expected or at all;
unexpected costs or liabilities; and the risks that are described
from time to time in BioScrip’s reports filed with the Securities
and Exchange Commission (the “SEC”), including BioScrip’s annual
report on Form 10-K for the year ended December 31, 2009. This
press release speaks only as of its date, and BioScrip disclaims
any duty to update the information herein.
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