"Go Shop" Period for ResCare Acquisition Expires
19 Octobre 2010 - 1:00PM
ResCare, Inc. (Nasdaq:RSCR) ("ResCare") announced today that the
40-day "go shop" period under the share exchange agreement between
ResCare and an entity sponsored by Onex Partners III, L.P.
("Onex"), an affiliate of Onex Corporation (TSX:ONX), has expired.
On October 18, 2010, the Special Committee of ResCare's Board of
Directors was notified by the party identified as "Company A" in
ResCare's Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") dated October 7, 2010, that Company A has no
plans at this time to submit a proposal to acquire ResCare. In
addition, the Special Committee has determined, pursuant to the
share exchange agreement with Onex, that the "go shop" period did
not give rise to any "Excluded Parties," the term used in the
agreement to describe third parties that, as of the end of the "go
shop" period, met specified criteria to permit ResCare to continue
to engage in negotiations with and provide due diligence access to
such parties. The restrictions and exemptions relating to
ResCare's conduct in response to any third party acquisition
proposals submitted after the "go shop" period are detailed in the
Schedule 14D-9.
The share exchange agreement permitted ResCare to solicit
acquisition proposals from third parties during a 40-day "go shop"
period that expired on October 16, 2010. Following
expiration, ResCare no longer may solicit acquisition proposals
from third parties. Under a "fiduciary out" provision,
ResCare may furnish information and discuss and negotiate any
unsolicited acquisition proposals that the Special Committee
determines to be bona fide and that constitute or is reasonably
likely to result in a "superior proposal," subject to certain
conditions and notice to Onex. There can be no assurance that
ResCare will receive any unsolicited acquisition proposals from
third parties. About ResCare
ResCare, with more than 35 years of experience helping people
reach their highest level of independence, is one of the largest
providers of home care to the elderly and persons with
disabilities. It also offers residential and support services
to people with intellectual and developmental disabilities and
provides education, vocational training and job placement for
people of all ages and skill levels. Based in Louisville,
Kentucky, ResCare and its nearly 50,000 dedicated employees serve
more than a million people a year in 41 states, Washington, D.C.,
Puerto Rico and a number of international locations. For more
information about ResCare, please visit the Company's website at
www.rescare.com.
Important Information
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of the Company. The
tender offer described herein is being made only pursuant to the
Offer to Purchase, Letter of Transmittal and related materials that
Onex Rescare Acquisition, LLC filed with the SEC on a combined
Tender Offer Statement on Schedule TO and Transaction Statement on
Schedule 13E‑3 on October 7, 2010, as amended. In addition,
ResCare filed a Solicitation/Recommendation Statement on Schedule
14D-9 and Transaction Statement on Schedule 13E-3 with respect to
the tender offer on October 7, 2010. ResCare shareholders
should read these materials and any related amendments carefully
because these documents contain important information, including
the terms and conditions of the offer. These documents may be
obtained for free at the SEC's website at www.sec.gov. ResCare
shareholders may also obtain these documents for free by calling
Georgeson Inc., the information agent for the tender offer, at
1-866-203-9357. Shareholders can obtain these documents when
they are filed and become available free of charge from the SEC's
website at www.sec.gov. In addition, copies of the
solicitation/recommendation statement, the proxy statement and
other filings containing information about the Company, the tender
offer and the share exchange may be obtained, if and when
available, without charge, by directing a request to ResCare, Inc.
Attention: David Miles, Chief Financial Officer at 502-394-2137, or
on the Company's corporate website at www.rescare.com.
From time to time, ResCare makes forward-looking statements in
its public disclosures, including statements relating to expected
financial results, revenues that might be expected from new or
acquired programs and facilities, its development and acquisition
activities, reimbursement under federal and state programs,
financing plans, compliance with debt covenants and other risk
factors, and various trends favoring privatization of government
programs. In ResCare's filings under the federal securities
laws, including its annual, periodic and current reports, the
Company identifies important factors that could cause its actual
results to differ materially from those anticipated in
forward-looking statements. Please refer to the discussion of
those factors in the Company's filed reports.
CONTACT: ResCare, Inc.
David W. Miles, Chief Financial Officer
502-394-2137
Res-Care, Inc. (MM) (NASDAQ:RSCR)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Res-Care, Inc. (MM) (NASDAQ:RSCR)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024