Additional Proxy Soliciting Materials (definitive) (defa14a)
March 15 2019 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the
Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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x
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Soliciting Material Pursuant
to §240.14a-12
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BIOSCRIP,
INC.
(Name of the Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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¨
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Fee paid previously with
preliminary materials.
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¨
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Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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ADDITIONAL INFORMATION AND WHERE
TO FIND IT
BioScrip, Inc. (“BioScrip”
or the “Company”) will file with the Securities and Exchange Commission (“SEC”) a proxy statement in connection
with the proposed transaction. The proxy statement will contain important information about the proposed transaction and related
matters. INVESTORS AND SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when they become available) and any other
documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition,
security holders will be able to obtain free copies of the proxy statement and other relevant materials from the Company by contacting
Investor Relations by mail at 1600 Broadway, Suite 700, Denver, CO 80202, Attn: Investor Relations, by telephone at (720) 697-5200,
or by going to the Company’s Investor Relations page on its corporate web site at
https://investors.bioscrip.com
.
PARTICIPANTS IN THE SOLICITATION
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the matters discussed
above. Information about the Company’s directors and executive officers is set forth in the Proxy Statement on Schedule 14A
for the Company’s 2018 annual meeting of stockholders, which was filed with the SEC on April 4, 2018. This document can be
obtained free of charge from the sources indicated above. Information regarding the ownership of the Company’s directors
and executive officers in the Company’s securities is included in the Company’s SEC filings on Forms 3, 4, and 5, which
can be found through the SEC’s website at www.sec.gov. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary
proxy statement and the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.
Forward-Looking Statements –
Safe Harbor
This communication, in addition to historical
information, contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995)
regarding, among other things, future events or the future financial performance of BioScrip and Option Care. All statements other
than statements of historical facts are forward-looking statements. In addition, words such as “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” “target,” “will,” “would,” or the negative of these words, and words
and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking
statements. Forward-looking statements relating to the proposed transaction include, but are not limited to: statements about the
benefits of the proposed transaction between BioScrip and Option Care, including future financial and operating results; BioScrip’s
and Option Cares plans, objectives, expectations and intentions; the expected timing of completion of the proposed transaction;
and other statements relating to the acquisition that are not historical facts. Forward-looking statements are based on information
currently available to BioScrip and Option Care and involve estimates, expectations and projections. Investors are cautioned that
all such forward-looking statements are subject to risks and uncertainties (both known and unknown), and many factors could cause
actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed
transaction between BioScrip and Option Care, these factors could include, but are not limited to: the risk that BioScrip or Option
Care may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental
and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated
benefits from the proposed transaction or cause the parties to abandon the proposed transaction; the risk that a condition to closing
of the transaction may not be satisfied; the length of time necessary to consummate the proposed transaction, which may be longer
than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost
savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected;
the diversion of management time on transaction-related issues; the effect of future regulatory or legislative actions on the companies
or the industries in which they operate; the risk that the credit ratings of the combined company or its subsidiaries may be different
from what the companies expect; economic and foreign exchange rate volatility; and the other risks contained in BioScrip’s
most recently filed Annual Report on Form 10-K.
Many of these risks, uncertainties and assumptions are beyond
BioScrip’s ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue
reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the information currently
available to the parties on the date they are made, and neither BioScrip nor Option Care undertakes any obligation to update publicly
or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication.
Nothing in this communication is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings
per BioScrip share for the current or any future financial years or those of the combined company, will necessarily match or exceed
the historical published earnings per BioScrip share, as applicable. Neither BioScrip nor Option Care gives any assurance (1) that
either BioScrip or Option Care will achieve its expectations, or (2) concerning any result or the timing thereof, in each case,
with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent
decrees, cost reductions, business strategies, earnings or revenue trends or future financial results. All subsequent written and
oral forward-looking statements concerning BioScrip, Option Care, the proposed transaction, the combined company or other matters
and attributable to BioScrip or Option Care or any person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above.
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