National Home Health Care Corp. Acts to Pursue Superior Offer
2007年5月25日 - 5:27AM
ビジネスワイヤ(英語)
National Home Health Care Corp. (NASDAQ National Market: NHHC), a
provider of home health care and staffing services in the
Northeast, today reported that the Special Committee of its Board
of Directors met on Wednesday, May 23, 2007 and recommended
unanimously to the Board of Directors that, as a result of
negotiations between representatives of the Special Committee and
Premier Home Health Care Services, Inc., the previously announced
proposal by Premier for a merger at $12.75 per share in cash has
matured into and now constitutes a Superior Proposal within the
meaning of the previously announced Amended and Restated Agreement
and Plan of Merger between NHHC and affiliates of Angelo Gordon
& Co. The Special Committee had previously concluded that the
Premier proposal would reasonably be expected to lead to a Superior
Proposal. The revised proposal differs from the proposal announced
in NHHC�s press release dated May 21, 2007 principally because of
the withdrawal by Premier of the additional payment equal to and
conditioned upon a reduction of the break-up fee and/or expense
reimbursement contained in said Amended and Restated Agreement and
Plan of Merger, the deletion of the option on the part of Premier
to pay a portion of the merger consideration to Frederick Fialkow
by promissory note, a reduction of the break-up fee from $2 million
to $1.25 million and the deletion of the reference in the previous
proposal that called for employment contracts for certain �key
employees�. In addition, Premier delivered to NHHC a revised
financing commitment. After receiving legal and financial advice,
NHHC�s Board of Directors unanimously accepted the recommendation
of its Special Committee. Under the terms of the Amended and
Restated Agreement and Plan of Merger, Angelo Gordon has the right
to match the terms of the Superior Proposal within four (4)
business days. In view of the above, NHHC anticipates adjourning
its stockholders meeting currently scheduled for May 29, 2007.
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