BioScrip, Inc. (NASDAQ:BIOS) (the “Company” or “BioScrip”) today
announced it has commenced an underwritten public offering of its
common stock (the “Equity Offering”). Jefferies LLC is acting
as sole book-running manager. The Company expects to grant the
underwriters a 30-day option to purchase up to an additional 13% of
the shares of common stock offered in the public offering. The
offering is subject to market conditions, and there can be no
assurance as to whether or when the offering may be completed, or
as to the final size or terms of the offering.
On June 11, 2016, BioScrip entered into an Asset
Purchase Agreement (the “Asset Purchase Agreement”), by and among
HS Infusion Holdings, Inc., a Delaware corporation (“Home
Solutions”), certain subsidiaries of Home Solutions, the Company,
and HomeChoice Partners, Inc., a Delaware corporation. Home
Solutions is a privately held company that is a leading provider of
home infusion and home nursing products and services to patients
suffering from chronic and acute medical conditions. Pursuant to
the Asset Purchase Agreement, the Company will acquire
substantially all of the assets and assume certain liabilities of
Home Solutions and its subsidiaries (the “Transaction”) for the
Transaction Consideration (as defined below). Subject to
certain net working capital adjustments, the consideration for the
Transaction (the “Transaction Consideration”) is comprised of: (i)
$85.00 million in cash and stock; and (ii) contingent consideration
in the form of restricted shares of our common stock, issued in two
tranches with different vesting conditions.
We intend to use the net proceeds from the
Equity Offering (i) to fund the cash portion of the Transaction
Consideration and pay fees and expenses in connection with the
Transaction, (ii) to repay a portion of our outstanding borrowings
under our revolving credit facility and (iii) for general corporate
purposes. The Equity Offering is not conditioned on the closing of
the Transaction, and we cannot assure you that the Transaction will
be completed on the terms described herein or at all. If the
Transaction is not completed, we intend to use any net proceeds
from the Equity Offering (i) to repay a portion of our outstanding
borrowings under our revolving credit facility and (ii) for general
corporate purposes.
The securities described above are being offered
by BioScrip pursuant to a registration statement previously filed
and declared effective by the Securities and Exchange Commission.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Copies of the
prospectus supplement and accompanying prospectus relating to the
Equity Offering, when available, may be obtained from: Jefferies
LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, 12th Floor, New York, New York, 10022, Telephone:
877-547-6340, Email: Prospectus_Department@Jefferies.com.
About BioScrip, Inc.
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.
Forward-Looking Statements – Safe Harbor
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 include, among others,
statements about the Company’s expectations with respect to the
proposed offering, including its intention to offer and sell shares
and its intended use of proceeds from the Equity Offering.
Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause actual
results to be materially different from any results expressed or
implied by such forward-looking statements. For example, there are
risks associated with the Transaction, market conditions, the
underwriter fulfilling its obligations to purchase the shares in
the Equity Offering and the Company’s ability to satisfy certain
conditions precedent to the closing of the Equity Offering; as well
as the risks described in the prospectus supplement and the
Company's periodic filings with the Securities and Exchange
Commission, including, but not limited to, the Company’s annual
report on Form 10-K for the year ended December
31, 2015. 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.
Contact:
Jeffrey M. Kreger
BioScrip Chief Financial Officer
(720) 697-5200
jeffrey.kreger@bioscrip.com
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