National Home Health Care Corp. Enters into Revised Angelo Gordon & Co. Agreement
10 Mai 2007 - 10:11PM
Business Wire
National Home Health Care Corp. (NASDAQ National Market: NHHC), a
provider of home health care and staffing services in the
Northeast, today reported that it has entered into an Amended and
Restated Agreement and Plan of Merger with affiliates of Angelo
Gordon & Co. The amended agreement provides that each
shareholder will receive $12.50 per share in cash (other than
Frederick H. Fialkow whose previously agreed upon subordinated note
has not changed). The previous agreement with affiliates of Angelo
Gordon & Co. offered $11.50 per share. The amended agreement
eliminates the $7.9 million minimum EBITDA condition contained in
the original merger agreement with affiliates of Angelo Gordon
& Co. Other ancillary agreements provided for in the original
merger agreement remain unchanged. These agreements are more fully
described in NHHC�s Form 8-K filed with the Securities and Exchange
Commission on December 4, 2006. The Special Committee of NHHC�s
Board of Directors met on Wednesday, May 9, 2007 and concluded
unanimously that the terms of the $12.50 per share merger agreement
offered by Angelo Gordon & Co. are superior to the terms of the
$12.00 per share price contained in the offer of Premier Home
Health Care Services, Inc. previously announced. NHHC's Board of
Directors unanimously accepted the recommendation of the Special
Committee to enter into the amended agreement with affiliates of
Angelo Gordon. The amended Agreement has been fully executed. NHHC
intends to adjourn its previously announced Special Meeting of
Stockholders to approve the transaction until May 29, 2007. The
transaction is expected to close on or before October 15, 2007,
subject to satisfaction of the conditions to consummation,
including regulatory approvals and the absence of any material
adverse change. The description of the merger agreement set forth
above is qualified in its entirety by reference to the Form 8-K
which will be filed by NHHC with the Securities and Exchange
Commission.
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